Tennessee: LLC Operating Agreement Requirements
The short answer
Tennessee does not require an ordinary domestic LLC to adopt a written operating agreement. The agreement may be made before, at, or after the articles are filed and generally may be oral; the statute expressly validates a single-member agreement, binds the LLC even without its signature, and permits written terms to bind later members without execution. The articles must choose member, manager, or director management, while equal voting and economic shares apply unless the LLC documents replace them.
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This is the general rule in Tennessee. Ezel applies current Tennessee law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Tennessee Revised Limited Liability Company Act; 'operating agreement' (Tenn. Code §§ 48-249-101, -203) |
|---|---|
| Required or optional | Optional; the Act governs when the LLC documents do not provide otherwise (§§ 48-249-203, -205(a)) |
| Permitted form and signatures | Generally need not be written; written provisions may be in multiple documents. No general signature, witness, or notary rule (§ 48-249-203(a)) |
| Adoption timing and effect | May be entered before, at, or after articles filing; may take effect at formation or a later stated time (§§ 48-249-201, -203(a)) |
| Single member and assent | Single-member agreement valid; LLC bound without signing; articles/written agreement may bind later members without execution if admission conditions are met (§§ 48-249-203(c)–(e), -501) |
| Management and authority defaults | Articles must choose member-, manager-, or director-management. Equal management rights/majority decisions within the chosen structure; ordinary-course agents vary by structure (§§ 48-249-202(a)(4), -401, -402) |
| Voting, economic, and transfer defaults | Equal per-capita voting and equal profit/loss/distribution shares; new member requires all members; financial-right transfer gives no governance, while outside governance transfer needs unanimous other-member consent (§§ 48-249-304–305, -405, -501, -507–508) |
| Nonwaivable rules and duties | Broad freedom to vary, but cannot eliminate loyalty, good faith/fair dealing, distribution limits/liability, or specified indemnity floors; care and information rights cannot be unreasonably reduced (§ 48-249-205) |
| Amendment, filing, and records | Agreement's method controls; otherwise all members approve. Articles control a conflict, written agreement stays in company records, and the agreement itself is not filed (§§ 48-249-202(d), -204(c), -406) |
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Requirements one by one
The agreement is optional and generally may be oral
Tenn. Code § 48-249-203(a) says an operating agreement "need not be in writing" unless the articles
or a written agreement provision specifically requires otherwise. Written terms also need not appear
in one integrated document. The Revised LLC Act imposes no general signature, witness, acknowledgment,
or notary condition for the agreement itself.
The agreement is optional. Section 48-249-205(a) makes the Act govern when the LLC documents do not
provide otherwise, while preserving the nonwaivable limits in subsection (b).
Preformation and single-member agreements are expressly recognized
Section 48-249-203 permits the agreement before, at, or after the articles filing and allows it to
become effective when the LLC forms or at a later stated time. Section 48-249-201 ties formation to
the articles filing, a permitted delayed date, or the specified future event.
The statute expressly validates a single-member agreement between the member and the LLC. It also
binds the LLC even when the company did not sign. Written terms may bind a later member or financial-
rights holder without execution when the articles or written agreement say so and the person satisfies
the LLC documents' admission conditions (§ 48-249-203(c)–(e)).
The articles must choose the management structure
Tennessee does not use a silent member-management default. Section 48-249-202(a)(4) requires the
articles to state whether the LLC is member-managed, manager-managed, or director-managed.
Within the chosen structure, § 48-249-401 gives members, managers, or directors equal management
rights and generally uses a majority vote of that group. Section 48-249-402 makes each member the
ordinary-course agent in a member-managed LLC, each manager the ordinary-course agent in a manager-
managed LLC, and specified officers the agents in a director-managed LLC.
Per-capita voting and equal economic shares are the fallbacks
Section 48-249-405 gives each member, manager, or director equal voting power per person. Sections
48-249-304 and -305 separately default profits, losses, and distributions to equal shares. Those are
fallbacks: the LLC documents may replace the voting and economic formulas subject to § 48-249-205.
Admission after formation is different. Section 48-249-501 requires every member to approve a new
member, that person's interest, and contribution unless a valid document rule changes the applicable
route within the Act's limits.
Financial rights and governance rights transfer separately
A transfer under § 48-249-507 gives the transferee only the transferred share of profits, losses, and
distributions. It does not make the transferee a member or convey governance rights.
Section 48-249-508 permits governance rights to move freely to another existing member and lets a sole
member transfer freely. Other governance transfers require unanimous consent of all members except the
transferor. An effective governance transfer admits the transferee as a member and can end the transferor's
membership if no governance rights remain.
Tennessee has a detailed nonwaivable floor
Section 48-249-205 broadly lets the LLC documents modify the Act, but its subsection (b) preserves
specific limits. The documents cannot eliminate loyalty or good faith and fair dealing, unreasonably
reduce care, unreasonably restrict information access, or remove the distribution restrictions and
unlawful-distribution liability. Loyalty-safe categories and performance standards may be specified
only within the statute's manifestly-unreasonable boundaries.
Amendment is unanimous unless the LLC documents provide another method
Section 48-249-204(c) makes the amendment method in the LLC documents control. If they provide none,
every member must approve. The operating agreement itself is not the public filing; § 48-249-406
requires the LLC to retain any currently effective written agreement in its records.
The private agreement also does not outrank the public articles. Section 48-249-202(d) makes the
articles control whenever the two conflict, apart from provisions barred by the nonwaivable statute.
What trips people up
- A Tennessee form that allocates votes or distributions by ownership percentage is changing the
statutory defaults. The unaffirmed fallbacks are one vote per person and equal economic shares. - "Oral agreement allowed" does not make every related promise oral. A separate contribution agreement,
property transfer, guaranty, or other transaction may have its own signed-writing requirement. - The management selection belongs in the articles. The private agreement can supply detail, but the
formation filing must identify member, manager, or director management.
Common questions
Can the written terms be spread across several documents?
Yes. Section 48-249-203(a) expressly says the written provisions need not be set out in one integrated
document.
Does the LLC itself have to sign?
No. Section 48-249-203(d) says the LLC is bound even if it is not a signatory.
Can a sole member transfer the whole LLC without another member's consent?
Section 48-249-508(b)(2) lets a sole member freely transfer governance rights, membership interests,
or both. The transfer still becomes binding on the LLC only when the required information is reflected
in the LLC documents or records.
Statutes and sources
- Tenn. Code § 48-249-101 — names the Tennessee Revised Limited Liability Company Act.
Official-code reproduction
(accessed July 26, 2026). - Tenn. Code § 48-249-202(a)(4), (d) — requires the management choice in the articles and makes the
articles control an agreement conflict. Official-code reproduction
(accessed July 26, 2026). - Tenn. Code § 48-249-203(a), (c)–(e) — governs form, timing, sole-member agreements, LLC assent,
and later-member binding terms. Official-code reproduction
(accessed July 26, 2026). - Tenn. Code § 48-249-204(c) — supplies the amendment method and unanimous fallback.
Official-code reproduction
(accessed July 26, 2026). - Tenn. Code § 48-249-205(a)–(b) — identifies waivable rules and the nonwaivable floor.
Official-code reproduction
(accessed July 26, 2026). - Tenn. Code §§ 48-249-304(a)–(b), -305(a)–(b) — supplies equal-share economic defaults.
Official-code reproduction
(accessed July 26, 2026). - Tenn. Code §§ 48-249-308(a), -406(4) — protects information access and requires internal retention
of a written agreement. Official-code reproduction
(accessed July 26, 2026). - Tenn. Code §§ 48-249-401(a)–(b), -402(a)–(b), -405(a) — governs management, authority,
approval, and per-capita voting defaults. Official-code reproduction
(accessed July 26, 2026). - Tenn. Code § 48-249-501(a)–(c) — governs initial and later admission and permits one-member LLCs.
Official-code reproduction
(accessed July 26, 2026). - Tenn. Code §§ 48-249-507(b), -508(b)–(c) — separates financial-right and governance transfers.
Official-code reproduction
(accessed July 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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