LLC Member Meetings, Voting, Proxies, and Written-Consent Requirements in Tennessee

At a glance

Requirements one by one

The LLC documents may replace most defaults

Under Tenn. Code Ann. § 48-249-205(a)-(b), the articles and written or oral operating agreement may modify or waive most chapter provisions; the Act fills gaps. Notice cannot be made manifestly unreasonable, and filing, outsider, information, conduct, and other listed protections remain mandatory.

Voting is per person unless the documents say otherwise

Under § 48-249-102(16)-(17), (31), a majority vote is a majority in number when voting is per capita. If the LLC documents choose another voting interest, the majority follows that measure.

Under § 48-249-401(a), (f)-(g) and § 48-249-405(a)-(c), each member has equal voting power and a member-majority ordinarily decides company business. Every member approves the seven listed categories, including unstated-method agreement amendment, specified articles amendments, contribution compromises, new-member admission, charging-order redemption, and a pre-2006 opt-in.

Meeting logistics come from the LLC documents

The Act states no general member-meeting caller, advance timing, quorum, adjournment, annual-meeting, or record-date default. The LLC documents may set meeting time/place/purpose notice, waiver, no-meeting consent, record date, quorum, proxy, and other procedure.

General § 48-249-103 notice is written unless oral notice is reasonable and may use in-person, telephone, email, other wire/wireless, mail, or private-carrier communication. An action-specific notice rule still controls.

Electronic procedure is not remote attendance

The Act expressly permits electronic notice and consent but states no general conference-call, video, hearing-capable-equipment, remote-presence, voter- identification, or retained-remote-vote rule for a live member meeting.

A proxy appointment must be signed

Section 48-249-401(g) lets a member appoint a proxy to vote or otherwise act by signing an appointment instrument. The Act states no default proxy duration, revocation method, death/incapacity effect, or irrevocability rule.

Written consents use the meeting threshold

One or more written consents must state the action and be signed by members holding at least the votes needed at a meeting where every eligible member was present and voted. No meeting, prior notice, or vote is required. A qualifying electronic transmission is deemed written and signed.

The section states no collection period, default record date, delivery recipient/method, future-time/event mechanism, or pre-effectiveness revocation rule.

Under § 48-249-406(7)-(9), the LLC must retain all member and holder proceedings and every written member/holder consent. Unlike manager or board proceedings, the member-record provisions state no three-year cutoff.

What trips people up

• The default majority is headcount. Economic voting applies only when the LLC documents validly choose it.
• The unanimous list displaces the general majority. Seven categories need every member under the statutory default.
• Electronic consent is not remote meeting attendance. It satisfies the no-meeting consent form but does not make a sender present at a live meeting.
• Notice omission does not invalidate the consent. Prompt notice still goes to eligible nonsigners, but the statute preserves the action despite failure.

Common questions

Is a Tennessee LLC member's vote weighted by ownership percentage?

Not under the default. Every member has equal per-capita voting power, although the LLC documents may choose another basis.

May members act without holding a meeting?

Yes. Members holding the meeting-equivalent minimum may use signed written or electronic consents.

Must a proxy appointment be signed?

Yes. The member signs an appointment instrument.

Must nonsigning members receive notice?

Eligible nonsigners receive prompt notice after less-than-unanimous action. Failure to give it does not invalidate the action.

Statutes and sources

• Tenn. Code Ann. §§ 48-249-102 and 48-249-205 — LLC-document and majority definitions, agreement priority, and mandatory limits.
• Tenn. Code Ann. §§ 48-249-401, 48-249-405, and 48-249-406 — per-capita voting, majority/unanimity, proxy form, meeting procedure, written/electronic consent, nonsigner notice, and records.

The operative text is in the current-law Title 48 baseline, accessed August 30, 2026 and bridged through official Public Chapter 286 (2005) and Public Chapter 620 (2006).