2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 2 - Formation, Articles of Organization and Operating Agreement
§ 48-249-204. Amendment or restatement of articles of organization -- Amendment of operating agreement.
(a) Amendment procedure. Articles of organization of an LLC may be amended at any time, by filing articles of amendment with the secretary of state. The articles of amendment shall set forth the:
(1) Name of the LLC;
(2) Date of each amendment's adoption; and
(3) Text of each amendment to the articles.
(b) Restatement. An LLC may restate its articles of organization at any time. Restated articles of organization shall be designated as such in the heading; provided, that, if the restatement also contains one (1) or more amendments to the articles, the restatement shall be designated in the heading as “Amended and Restated Articles of Organization.” An LLC restating its articles shall file the restated articles with the secretary of state, together with a certificate setting forth the name of the LLC and the date of approval by the LLC of the restatement. If the restatement contains any amendments to the articles, such certificate shall also set forth the text of each amendment and the date of its adoption. The restated articles shall contain all the requirements of articles as set out in § 48-249-202. Duly adopted and restated articles supersede the original articles and all prior amendments to the articles. The secretary of state may certify restated articles as the articles currently in effect, without including the certificate information required by this subsection (b).
(c) Approval. Any amendment to an LLC's articles shall be approved by all of the members; provided, however, that amendment of any of the matters set forth in the articles under any of § 48-249-202(a)(1), (a)(2), (a)(3) or (a)(5) only need be approved by a majority vote of the members. A restatement of the articles, to the extent not also involving an amendment of the articles, may be approved by action under § 48-249-401(a)(2), (b)(2) or (c)(2), as applicable. Any amendment to an LLC's operating agreement shall be approved by the method provided in its LLC documents. If the LLC documents do not provide for the method by which an operating agreement may be amended, all of the members shall approve any amendment to the operating agreement.