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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 3 - Finance
§ 48-249-301. Contribution and acceptance.
Universal Citation: TN Code § 48-249-301 (2017)
- (a) Permissible forms. A contribution to an LLC may consist of tangible or intangible property or other benefit to the LLC, including money, a promissory note, services performed, or an obligation or agreement to contribute money or property, or to perform services.
- (b) Signed writing required. A contribution agreement, whether made before or after the formation of the LLC, is not enforceable against the prospective contributor, unless it is in writing and signed by the prospective contributor.
- (c) Acceptance required. Neither a purported contribution nor an offer of consideration to make a contribution shall be treated as a contribution to an LLC until:
- (1) The contribution is accepted by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC; and
- (2) The amount and value of the contribution are recorded in the LLC documents or the records of the LLC.
- (d) Required determinations. The amount, the terms and conditions of payment or performance, and the value and adequacy of the consideration to an LLC for each contribution, shall be determined by the members, in the case of a member-managed LLC, by both the members and the managers, in the case of a manager-managed LLC, or by both the members and the directors, in the case of a director-managed LLC. The determination of the amount, value and adequacy of the consideration to an LLC for a contribution is valid and binding, if made in good faith and on the basis of accounting methods or a fair valuation or other method, including agreement as to value by the contributor and the LLC, as provided in this section, reasonable in the circumstances. Inclusion of the amount of a contribution and the value of the consideration for a contribution in the LLC documents or the records of the LLC is evidence of the acceptance of the amount and the value of a contribution.
- (e) Required approval. The vote or consent of the members required to accept a contribution shall be the same as the vote or consent required to admit a member under § 48-249-501.
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