Tennessee expressly recognizes three LLC management structures in the Articles of Organization: member-managed, manager-managed, and director-managed, so the operating agreement should track the choice made in the state filing. The Tennessee Revised Limited Liability Company Act also allows an operating agreement to exist without a written document unless the Articles or a written provision requires one, which makes a signed agreement especially useful for replacing Tennessee’s statutory defaults.
Choose the version that matches your Tennessee LLC structure.
Must a Tennessee LLC Have an Operating Agreement Before Filing?
No. Tennessee does not make an operating agreement a condition of forming an LLC. Section 48-249-203 permits members to adopt one before, when, or after the Articles are filed, and Tennessee courts have expressly recognized that the Act contemplates oral or written operating agreements even though one is not required. See the Tennessee Court of Appeals decision in Parigin v. Mills.
You form the company by filing Articles of Organization, not the operating agreement. The Tennessee Secretary of State online business filing portal handles the public formation filing, while the operating agreement remains an internal governance document. One detail matters here: the Articles must identify the LLC as member-managed, manager-managed, or director-managed, and the Articles control if they conflict with the operating agreement.
How Tennessee Law Treats an Operating Agreement
Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.
Tennessee gives members broad room to use an operating agreement to regulate the LLC’s affairs, business, and relationships among members, holders of financial rights, managers, directors, officers, and the company. The LLC itself may also be a party to the agreement.
Tennessee does not automatically require the agreement itself to be written. § 48-249-203(a) permits a non-written agreement unless the Articles of Organization or a written provision of the operating agreement specifically requires otherwise. A signed document is still much easier to prove and administer than disputed oral terms.
Tennessee resolves document conflicts in § 48-249-202(d). Except for provisions the statute does not permit the LLC documents to change, an inconsistent provision in the Articles of Organization controls over the operating agreement.
§ 48-249-203(c)–(d) covers both situations. A single-member LLC may adopt an operating agreement between the sole member and the company, and the LLC is bound by its operating agreement even when the company itself did not sign it.
Tennessee LLC Default Rules Worth Addressing in Writing
These are the Tennessee defaults most worth addressing in writing. They focus on rules that can produce an unexpected result when the LLC documents are silent.
A member-managed LLC gives each member equal management rights, with ordinary business matters decided by majority vote. Manager-managed and director-managed LLCs shift those powers to managers or directors.
§ 48-249-401If the LLC documents do not set the allocation, profits and losses are divided in equal shares among members and holders of financial rights, rather than automatically following capital contributed.
§ 48-249-304If the LLC documents never specify an amendment method, every member must approve an amendment to the operating agreement.
§ 48-249-204(c)On matters the documents may govern, the Articles of Organization control whenever they conflict with the operating agreement.
§ 48-249-202(d)Tennessee has a special rule for a statutory family LLC: a member generally cannot terminate the membership interest under the family LLC restriction unless the Articles opt out of that rule.
§§ 48-249-202(b), 48-249-503(b)Losing the last member does not necessarily end the LLC. Unless the required dissolution conditions are met, the last member’s personal representative can be substituted as a member, and the LLC documents may designate someone else instead.
§ 48-249-601