Required Records and Information

Tenn. Code Ann. tit. 48, ch. 228, pt. 1

in effect

Tenn. Code Ann. § 48-228-101 Required records and information.

48-228-101. Required records and information. (a) Board-Managed LLC. If an LLC has elected to be board-managed, it shall keep at its principal executive office, or at another place or places within the United States determined by the board of governors: (1) A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor; (2) A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned; (3) A copy of the articles and all amendments to the articles; (4) Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests; (5) Copies of the LLC's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years; (6) Financial statements required by § 48-228-201 and accounting records of the LLC; (7) Records of all proceedings of members, if any; (8) Any written consents obtained from members under chapters 201-248 of this title; (9) Records of all proceedings of the board of governors for the last three (3) years; (10) A statement of all contributions accepted under § 48-232-101, the identity of the contribution and the agreed value of the contribution; (11) A copy of all contribution agreements and contribution allowance agreements; and (12) A copy of the LLC's most recent annual report delivered to the secretary of state under § 48-228-203. (b) Member-Managed LLC. If an LLC has elected to be governed by the members directly, it shall keep at its principal executive office, or at another place or places within the United States determined by its members: (1) All records required by subsection (a), except for subdivision (a)(6) and other records relating solely to a board of governors, the identity of governors, or actions of a board of governors; and (2) Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-228-102 Inspection of records by members.

48-228-102. Inspection of records by members. (a) Right of Inspection. A member of an LLC is entitled to inspect and copy, during regular business hours at the LLC's principal executive office, any of the records of the LLC described in § 48-228-101, if the member gives the LLC written notice of such demand at least five (5) business days before the date on which the member wishes to inspect and copy. (b) No Limitation. The right of inspection granted by this section may not be abolished or limited by an LLC's articles or operating agreement. (c) Other Rights and Powers Unaffected. This section does not affect: (1) The right of a member to inspect records, if the member is in litigation with the LLC, to the same extent as any other litigant; or (2) The power of a court to compel the production of records for examination. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-228-103 Scope of inspection right.

48-228-103. Scope of inspection right. (a) Agent or Attorney. A member's agent or attorney has the same inspection and copying rights as the member such agent or attorney represents. (b) Right to Copy. The right to copy records under § 48-228-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (c) Reasonable Charge Allowed. The LLC may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-228-104 Court-ordered inspection.

48-228-104. Court-ordered inspection. (a) If an LLC does not allow a member who complies with § 48-228-102(a) to inspect and copy any records required by that subsection to be available for inspection, a court in the county where the LLC's principal executive office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the LLC's expense upon application of the member. (b) If the court orders inspection and copying of the records demanded, it shall also order the LLC to pay the member's costs (including reasonable counsel fees) incurred to obtain the order if the member proves that the LLC refused inspection without a reasonable basis for doubt about the right of the member to inspect the records demanded. (c) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. Acts 1994, ch. 868, § 1.

Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026