48-205-101 - Articles of organization. - Tennessee Statutes

48-205-101. Articles of organization.

The articles must set forth:

     (1)  A name for the LLC that satisfies the requirements of § 48-207-101;

     (2)  The street address and zip code of the initial registered office of the LLC, the county in which the office is located and the name of its initial registered agent at that office;

     (3)  The name and address of each organizer;

     (4)  If, pursuant to § 48-217-101(f), one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the articles must set forth the information required in § 48-217-101(f);

     (5)  A statement as to whether the LLC will be board-managed or whether the LLC will be member-managed;

     (6)  The number of members at the date of the filing of the articles;

     (7)  If the LLC is board-managed, and dissolution events may be triggered by an action approved by the governors or a subset of the governors and/or that transfers of governance rights may be permitted only by consent of the governors or a subset of the governors, either of such provision(s) must be set forth in the articles or the articles must contain a statement that the operating agreement may so provide;

     (8)  If the existence of the LLC is to begin upon a future date or the happening of a specific event, the articles must state the future date or describe the happening of the specific event. In no event can the future date or the actual occurrence of the specific event be more than ninety (90) days from the proper filing of the articles in compliance with § 48-203-102;

     (9)  The street address and zip code of the principal executive office of the LLC and the county in which the office is located;

     (10)  If the LLC has the power to expel a member, a statement that such power exists;

     (11)  If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles;

     (12)  The articles may contain provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the LLC;

     (13)  It is not necessary to set forth in the articles any of the LLC powers granted by chapters 201-248 of this title;

     (14)  If the members or parties (other than the LLC) to a contribution agreement or a contribution allowance agreement have preemptive rights, a statement that such rights exist;

     (15)  The articles may contain a grant of authority to one (1) or more members, managers or governors to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value without knowledge to the contrary. However, such designation, unless it expressly states that it is exclusive, shall not override § 48-238-103 or § 48-238-104; and

     (16)  If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee.

[Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 7-12; 1999, ch. 346, § 3; 1999, ch. 455, § 6.]