LIMITED LIABILITY COMPANY OPERATING AGREEMENT
[COMPANY NAME], LLC
A Tennessee Limited Liability Company
Effective Date: [DATE]
[// GUIDANCE: Governed by the Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. §§ 48-249-101 et seq. Tennessee permits Series LLCs. Tennessee has no state income tax on wages (Hall Tax on interest and dividends was eliminated in 2021). Annual reports required with the Secretary of State.]
ARTICLE I - FORMATION
1.1 Formation
The Members form a limited liability company pursuant to the Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. §§ 48-249-101 et seq. (the "Act") by filing Articles of Organization with the Tennessee Secretary of State.
1.2 Name
[COMPANY NAME], LLC
1.3 Principal Office
[ADDRESS], Tennessee [ZIP]
1.4 Registered Agent
Agent: [NAME]
Address: [ADDRESS], Tennessee [ZIP]
1.5 Term
Perpetual, unless dissolved.
1.6 Series LLC
☐ This LLC IS a Series LLC under Tenn. Code Ann. § 48-249-309.
☐ This LLC is NOT a Series LLC.
ARTICLE II - PURPOSE
The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.
ARTICLE III - MEMBERS
See Exhibit A for Members, Capital Contributions, and Percentage Interests.
ARTICLE IV - CAPITAL
Initial Contributions per Exhibit A. Capital Accounts per IRC § 704(b).
ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS
Profits, Losses, and Distributions per Percentage Interests.
ARTICLE VI - MANAGEMENT
☐ MEMBER-MANAGED
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]
ARTICLE VII - TRANSFER RESTRICTIONS
Transfers require [majority/unanimous] consent. Right of First Refusal: [30] days.
ARTICLE VIII - DISSOLUTION
Upon Member consent, judicial dissolution, or Act requirements.
ARTICLE IX - INDEMNIFICATION
Company indemnifies Members/Managers for good faith actions per Tenn. Code Ann. § 48-249-114.
ARTICLE X - TAX MATTERS
☐ Partnership/Disregarded ☐ S corp ☐ C corp
Partnership Representative: [NAME]
10.1 Tennessee Franchise and Excise Tax
[// GUIDANCE: Tennessee imposes a franchise tax (0.25% of the greater of net worth or property in Tennessee, minimum $100) and excise tax (6.5% of net earnings) on LLCs classified as partnerships for federal tax purposes.]
ARTICLE XI - MISCELLANEOUS
Governing Law: State of Tennessee
EXECUTION
______________________________ Date: __________
[MEMBER NAME]
EXHIBIT A - MEMBERS
| Member | Contribution | Interest |
|---|---|---|
| [NAME] | $[AMT] | [XX]% |
Governed by Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. §§ 48-249-101 et seq. Tennessee permits Series LLCs.