2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 5 - Admission of Members -- Membership Interests -- Transferees and Creditors of Members
§ 48-249-504. Termination of membership interest in contravention of LLC documents.

Universal Citation: TN Code § 48-249-504 (2017)
  • (a) If the membership interest of a member is terminated by the member in contravention of the LLC documents, then:
    • (1) Forfeiture of governance rights. The member forfeits all the member's governance rights in the LLC, including in the winding up and termination process of the LLC; and
    • (2) Liability for damages. The member is liable for damages incurred by all the other members, holders and the LLC due to the wrongful termination. Such damages and all other amounts owing to the LLC, whether or not currently due, arising from the wrongful termination, may be offset against any amount owing from the LLC to the wrongfully terminating member.
  • (b) Nothing in this section shall be deemed to provide a member with the power to terminate the member's membership interest, if the LLC documents negate or, pursuant to § 48-249-503(b)(1), are deemed to negate the power.
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