LLC Merger Approval and Filing Requirements in Tennessee

At a glance

Tennessee is one of the few states where the first merger question is not how many votes you need but which statute you are under. The Tennessee Revised Limited Liability Company Act took effect for LLCs formed on or after January 1, 2006, and § 48-249-1002 left every older LLC that did not affirmatively elect in under the original 1994 act. Both acts are still live law, both contain a complete merger apparatus, and they differ on the things that matter most: the approval threshold, how votes are counted, and whether a dissenting member has any right to be bought out. Confirm the LLC's formation date and check the articles for an election before you read a single approval rule, because the two regimes point in opposite directions. Under the Revised Act a merger clears on a majority vote of the members, counted one member one vote by default, and carries no appraisal remedy unless somebody drafted one. Under the original act it takes more than sixty-six and two-thirds percent in voting interest, counted by interest, and every dissenting member has a statutory fair-value claim.

Requirements one by one

Which act governs your LLC

Section 48-249-1002 is the switch. The Revised Act governs every domestic LLC formed on or after January 1, 2006. An LLC formed before that date is governed by the Revised Act only if it elected in, which it did by amending its articles of organization to include a statement electing to be governed by the Revised Act, and that amendment had to be approved by consent of all the members. Absent that election, the LLC continues to be governed by the Tennessee Limited Liability Company Act compiled in chapters 201 through 248 of the title. The practical consequence is that two Tennessee LLCs of the same age and structure can face different merger rules purely because one filed an election years ago. Because the election lives in the articles, it is verifiable from the public record, and it should be the first document pulled in any Tennessee merger. The vocabulary also shifts between the acts. The Revised Act speaks of managers and directors and defines LLC documents in § 48-249-102 as the articles together with the operating agreement, written or oral; the original act speaks of a board of governors. Reading a Revised Act rule into a pre-2006 LLC, or the reverse, is the single most common way to get a Tennessee merger wrong.

Who can merge with whom

Under § 48-249-702 one or more domestic LLCs may merge with or into one or more domestic LLCs or other entities, and any constituent party may be the surviving entity as the plan provides. The reach comes from § 48-249-701, which defines other entity as any domestic entity that is not a domestic LLC and any foreign entity, whether formed under the laws of this state, the laws of any other state, the laws of the United States, or the laws of any foreign country or other foreign jurisdiction. A foreign constituent must also be permitted to merge under the law of its own jurisdiction, so the Tennessee filing does not cure a defect on the other side. Section 48-249-702 additionally solves a problem the partnership statute created by omission: notwithstanding the absence of any express provision in the Revised Uniform Partnership Act, a partnership formed under that act is authorized to merge with or into one or more LLCs, on approval by all of the partners or by the number or percentage of partners specified for merger in the partnership agreement. Professional practices are the exception to the general openness. Section 48-249-1120 allows a PLLC to merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as ordinary LLCs, and § 48-248-407 applies the same restriction to PLLCs still under the original act, with the added requirement that a surviving LLC intending to render professional services in Tennessee must itself comply with the professional chapter. Pre-2006 LLCs merge under § 48-244-101, which is similarly broad and adds that a merger may be undertaken with or without a business purpose.

Approving the plan of merger

The Revised Act stacks approvals in § 48-249-702. A manager-managed LLC needs a majority vote of the managers; a director-managed LLC needs a majority vote of the directors; and then the members must approve by majority vote whether the LLC is member-managed, manager-managed or director-managed. A bare majority of members sounds permissive, and it is, but the counting rule is where Tennessee departs from most states. Section 48-249-102 defines majority vote as a majority in number of the members on a per capita basis, unless voting is determined otherwise under the LLC documents, in which case it is a majority in voting interest. Section 48-249-405 reinforces the default by giving each member equal voting power per capita. So in a Tennessee LLC whose articles and operating agreement are silent, a member holding ninety percent of the capital has exactly one vote, the same as a member holding one percent. Anyone who expects economic ownership to control a merger has to put that in the LLC documents. One approval is individual rather than collective. Where a domestic LLC merges with or into a domestic or foreign partnership or limited partnership and that entity survives, the plan is subject to the approval of any member or holder of the domestic LLC who becomes a partner of the partnership, or a general partner of the limited partnership, at the effective date or time. That is the Revised Act's consent mechanism for new personal liability, and it cannot be overridden by a majority. Pre-2006 LLCs use § 48-244-102 instead, which requires a majority of the board of governors if the LLC is board-managed and members holding more than sixty-six and two-thirds percent in voting interest of all members entitled to vote and of each class or group entitled to vote, with an absolute floor: in no event may the articles or operating agreement provide for approval by less than fifty percent in voting interest in the aggregate. Mechanically, § 48-249-405 permits action without a meeting by written consent signed by holders of not less than the minimum number of votes that would be necessary to authorize the action at a meeting, treats electronic transmission as written and signed, and requires prompt notice to any member or manager who did not sign, while providing that failure to give that notice does not affect the validity of the action taken. Directors acting by written consent must be unanimous.

The certificate of merger and how it is filed

A domestic LLC merging under § 48-249-702 shall file a certificate of merger with the secretary of state. The section prescribes eight contents: the name and jurisdiction of formation of each constituent party; a statement that a plan of merger has been approved and executed by each constituent party; the name of the surviving constituent party; any amendments to the survivor's articles desired to be effected by the merger; a future effective date or time, if the merger is not to be effective on filing; a statement that the plan is on file at a place of business of the survivor, together with that address; a statement that a copy of the plan will be furnished on request and without cost to any person holding an interest in a constituent party; and, where the survivor is a foreign entity, a statement irrevocably appointing the secretary of state as its agent for service, with the mechanics supplied by § 48-249-113. Tennessee publishes no official form for this filing, and that is a deliberate statutory choice rather than a gap. Section 48-249-1006 makes a prescribed form mandatory only for the annual report; for other documents the secretary of state may prescribe forms and must furnish access to them on request, but is not obliged to create them. Filers therefore draft the certificate themselves against the statutory checklist. Execution comes from the general filing rule in § 48-249-1005: the document must be executed by, or by an authorized representative of, the person submitting it for filing, and that person must sign and state, beneath or opposite the signature, the person's name and the capacity in which the person signs if other than an individual capacity. The same section provides that a filing need not carry an attestation, an acknowledgment, or a date. The fee is one hundred dollars under § 48-249-1007. Section 48-249-1012 makes it a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars, to sign a document knowing it to be false in any material respect with intent that it be delivered for filing. Review is narrow and quick: under § 48-249-1009 the secretary of state's duty is ministerial, a conforming document is stamped filed, a refused one is returned with a brief written explanation, and filing creates no presumption that the document is valid. Section 48-249-1010 routes an appeal from a refusal to the chancery court of Davidson County. Pre-2006 LLCs file the separate certificate described in § 48-244-103, executed by a duly authorized person.

Effective time, abandonment, and correction

Under § 48-249-702 a merger is effective upon filing the certificate with the secretary of state, unless a future effective date or time is provided in the certificate, in which event it is effective then. Tennessee is unusually generous about how far out that date may sit. Section 48-249-1013 sets the general rule that a delayed effective date may not be later than the ninetieth day after filing, and then expressly excepts a certificate of merger filed under § 48-249-702. A merger certificate may accordingly carry a future effective date beyond the ordinary ceiling, which is worth knowing when closing is tied to a regulatory approval on an uncertain schedule. The same section bars the secretary of state from completing any filing while the LLC has no registered agent or registered office designated, so an agent lapse will stop a merger at the counter. Abandonment is available after the plan has been approved and before the merger becomes effective, by whatever procedures the plan sets out or, absent such procedures, by the members, managers or directors as applicable. If the certificate has already been filed, abandonment requires a further filing: a statement executed by each constituent party stating that the merger has been abandoned must reach the secretary of state before the merger becomes effective. That statement costs twenty dollars under § 48-249-1007. Errors discovered after filing are handled by § 48-249-1008, which allows articles of correction where the filed document contains an incorrect statement or was defectively executed, attested, sealed, certified or acknowledged. The articles must describe the document and its filing date, specify the incorrect statement and why it is incorrect, and correct it. Articles of correction are effective on the effective time and date of the document they correct, except as to persons who relied on the uncorrected document and are adversely affected by the correction, as to whom they are effective when filed. They also cost twenty dollars. Under the original act, § 48-244-101 simply provides that after a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

What the merger does, and who can object

Section 48-249-702 gives the survivor everything. All rights, property and causes of action of each constituent vest in the surviving entity. Title to real property vested by deed or otherwise in any constituent does not revert or become in any way impaired by reason of the merger. All rights of creditors, and all liens upon any property of any constituent, are preserved unimpaired. Debts and obligations attach to the survivor. A proceeding pending against a constituent may be continued as if the merger had not occurred, or the survivor may be substituted as a party for any entity whose existence ceased. For a domestic LLC that does not survive, the certificate of merger itself acts as notice of dissolution and as articles of termination, and the LLC is not required to wind up its affairs under § 48-249-610 or to pay liabilities and distribute assets under § 48-249-620. Section 48-249-610 confirms this from the dissolution side by providing that where winding up occurs by merger the procedures in § 48-249-702 are followed and the ordinary winding-up sections do not apply. Article amendments stated in the certificate are deemed an amendment to the survivor's articles without further action under § 48-249-204, and the plan may amend the survivor's operating agreement or adopt a new one so long as it receives the approval § 48-249-204 requires, which is the method set in the LLC documents or, if none is set, all of the members. Objecting members are where the two acts part company most sharply. The Revised Act contains no statutory appraisal right. Section 48-249-706 provides only that the LLC documents, or an agreement or plan of merger, may provide that contractual appraisal rights, with respect to a membership interest, financial rights or another interest in the LLC, shall be available for any class or group of members or holders of financial rights, in connection with any merger in which the LLC is a constituent party. Appraisal in a post-2005 Tennessee LLC is therefore purely a drafting artifact, and a member whose documents are silent has no fair-value claim and no buyout. Members of a pre-2006 LLC that never elected in are in a materially stronger position: § 48-231-201 entitles a member to dissent from consummation of a plan of merger to which the LLC is a party and to obtain payment of the fair value of the member's membership interests, subject to the usual bar that a member entitled to dissent may not challenge the action creating the entitlement unless it is unlawful or fraudulent with respect to the member or the LLC. Creditors of a pre-2006 LLC get something extra as well. Section 48-244-104 provides that if obligations incurred before the merger by a party to the merger cannot be satisfied out of the property of the surviving entity, all partners, members or shareholders of that party immediately before the effective date are obligated to contribute to the surviving entity. The Revised Act carries no equivalent clawback, which is one more reason the formation date is the first thing to establish.

Statutes and sources

• Tenn. Code Ann. § 48-249-1002 Applicability and savings clause. The Tennessee Revised Limited Liability Company Act governs every domestic LLC formed on or after January 1, 2006, and any older LLC that elects in by amending its articles to recite the election, an amendment that requires the consent of all the members. Every pre-2006 LLC that never elected in stays under the original 1994 act in chapters 201 through 248, which is why Tennessee runs two merger regimes at once. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-102 Definitions. LLC documents means the articles plus the operating agreement, written or oral. Majority vote means a majority in number on a per capita basis unless the LLC documents switch the count to voting interest, so the merger vote is one member one vote by default. The defined term articles sweeps in certificates of merger, and membership interest is the combination of financial rights and governance rights. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-701 Part 7 definitions. The phrase other entity reaches any domestic entity that is not a domestic LLC and any foreign entity, wherever formed, which is what makes the Tennessee merger statute cross-type and cross-border on its face. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-702 Merger. This is the operative Revised Act merger section. It authorizes cross-type and cross-border mergers, lets any constituent be the survivor, sets the approval stack at a majority vote of the members plus a majority vote of the managers or directors where the LLC is manager-managed or director-managed, adds an individual consent for any member who will become a partner or general partner of a surviving partnership, allows consideration in the survivor or in a third entity, requires a certificate of merger with the secretary of state, fixes the effective time, vests property and preserves liens and pending suits in the survivor, and closes by declaring itself nonexclusive. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-706 Contractual appraisal rights. The Revised Act creates no statutory appraisal remedy for a merging LLC member. It instead permits the LLC documents or the plan of merger to grant appraisal rights by contract to any class or group of members or holders of financial rights. If nobody drafted them, nobody has them. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-405 Voting and meetings. Equal voting power per capita is the statutory default that the definition of majority vote builds on. Members and managers may act by written consent carrying at least the votes a meeting would have required, directors must be unanimous, and non-signers get prompt notice whose omission does not undo the action. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-204 Amendment of articles and operating agreement. This supplies the approval standard that a plan of merger must satisfy when it rewrites the survivor's operating agreement, and it explains why merger is the cheaper route for article changes: the certificate of merger carries them without a separate unanimous amendment. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-610 Winding up by merger. When an LLC ends through a merger, the merger section displaces the ordinary winding-up machinery, confirming that a merging Tennessee LLC does not liquidate. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1120 Professional LLC mergers and conversions under the Revised Act. A PLLC uses the same part 7 merger machinery, but its counterparties are limited to entities licensed to render the same professional services in Tennessee. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-113 Service of process on the secretary of state. This is the procedure the merger certificate points to when the survivor is a foreign entity that has irrevocably appointed the secretary of state as its agent. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1005 Filing requirements. The merger section never names a signer, so this general rule supplies one: the filer or an authorized representative signs, giving name and signing capacity. The section adds that a document need not carry an attestation, acknowledgment or date. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1006 Forms and filing methods. Only the annual report has a mandatory prescribed form. That is why the secretary of state publishes no LLC certificate of merger form and filers draft their own document to the statutory checklist. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1007 Fees. The fee schedule prices the certificate of merger at one hundred dollars, and both a statement of abandonment of merger and articles of correction at twenty dollars each. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1008 Correcting a filed document. A filed certificate of merger that states something incorrect or was defectively executed is fixed by articles of correction, which relate back except against a person who relied on the uncorrected version and is hurt by the fix. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1009 The secretary of state's filing duty is ministerial: a conforming document is stamped filed, a refused one comes back with a brief written explanation, and filing itself creates no presumption that the document is valid. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1010 Appeal from a refusal to file. A rejected filer appeals to the chancery court of Davidson County, which may summarily order the document filed. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1012 Penalty for signing a false document. Knowingly signing a materially false filing is a Class B misdemeanor carrying a fine of up to five hundred dollars. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-249-1013 Effective time and date of a document. The general ceiling on delayed effective dates is the ninetieth day after filing, and a certificate of merger is expressly carved out of it. A Tennessee merger certificate may therefore name a future effective date with no statutory outer limit. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-244-101 Merger under the original 1994 act. The older statute likewise allows cross-type and cross-border mergers and leaves amendment and abandonment of the plan to the plan's own terms. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-244-102 Approval of a plan of merger under the original act. Pre-2006 LLCs that never elected into the Revised Act need more than sixty-six and two-thirds percent in voting interest, counted by interest rather than per capita, and the articles or operating agreement may lower that only to fifty percent. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-244-103 Certificate of merger under the original act. The older certificate runs to its own checklist and is executed by a duly authorized person. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-244-104 Filing and effect of merger under the original act. Alongside the usual vesting and lien-preservation rules, the older act carries a clawback the Revised Act dropped: if the survivor cannot satisfy an obligation incurred before the merger, the pre-merger owners of the party that incurred it must contribute. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-231-201 Right to dissent under the original act. A member of a pre-2006 LLC that never elected into the Revised Act has a genuine statutory appraisal right on a merger, and taking it bars a separate attack on the merger unless the action was unlawful or fraudulent. Accessed September 11, 2026.
• Tenn. Code Ann. § 48-248-407 Professional LLC mergers under the original act. The 1994 act's PLLC rule mirrors the Revised Act's: same merger machinery, counterparties limited to entities that may render the professional services, and a surviving LLC that will practice in Tennessee must itself qualify. Accessed September 11, 2026.