2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 3 - Finance
§ 48-249-303. Interests in LLC.

Universal Citation: TN Code § 48-249-303 (2017)
  • (a) Classification of interests. The LLC documents may provide for classes or groups of directors, managers, members or holders of financial rights, having the relative rights, preferences, limitations, powers and duties provided in the LLC documents, and may make provision for the future creation, in the manner provided in the LLC documents, of additional classes or groups of directors, managers, members or holders of financial rights having the relative rights, powers and duties from time to time established, including financial rights, preferences, limitations, powers and duties that are senior or subordinate to existing classes and groups of directors, managers, members or holders of financial rights. The LLC documents may provide for the taking of an action, including the amendment of the LLC documents, without the vote or approval of any director, manager, member or holder of financial rights or of any class or group of directors, managers, members or holders of financial rights, including an action to create a class or group of directors, managers, members or holders of financial rights under the provisions of the LLC documents. The LLC documents may denominate membership interests or financial rights as units, shares, percentages, participations, distribution interests, ownership or economic interests, with or without voting rights, and with or without fixed or variable rights to participate in distributions, assets and properties, allocations of profits and losses and fixed or variable obligations to the LLC or any combination of these things.
  • (b) Voting rights. The LLC documents may grant to all or certain identified directors, managers, members or holders of financial rights, or to one (1) or more specified classes or groups of the directors, managers, members or holders of financial rights, the right to vote separately or to vote with all or any other classes or groups of directors, managers, members or holders of financial rights, on any matter. The voting rights of directors, managers, members and holders of financial rights may be per capita, or by number, unit, share, percentage, participation, economic interest or financial rights, or by one (1) or more classes or groups, or on any other basis. The LLC documents may provide that any director, manager, member or holder of financial rights, or any class or group of directors, managers, members or holders of financial rights, shall have full, partial, limited or no voting rights with respect to any or all matters.
  • (c) Financial rights nonvoting. Except as otherwise provided in the LLC documents, a holder of financial rights that is not also a member does not have a right to vote by reason of, or with respect to, such financial rights.
  • (d) Parity of interests. Except as otherwise provided in the LLC documents, all membership interests and financial rights shall be of the same class and group, with the same relative rights, powers and duties, and without preferences, subordinations or limitations.
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