Managers

Tenn. Code Ann. tit. 48, ch. 241

in effect

Tenn. Code Ann. § 48-241-101 Managers required.

48-241-101. Managers required. An LLC must have individuals exercising the functions of the offices, however designated, of chief manager and secretary. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-102 Duties of required managers.

48-241-102. Duties of required managers. (a) Presumption and Modification. Unless: (1) The articles or the operating agreement provide otherwise; (2) If the LLC is board-managed, a resolution of the board of governors providing otherwise; or (3) If the LLC is member-managed, a written resolution of the members providing otherwise; the chief manager and secretary have the duties specified in this section. (b) Chief Manager. The chief manager shall: (1) See that all orders and resolutions of the board of governors or members are carried into effect; (2) Sign and deliver in the name of the LLC any deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the LLC, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated: (A) By the articles or operating agreement; (B) The board of governors if the LLC is board-managed; or (C) Members if the LLC is member-managed to some other manager or agent of the LLC; (3) Perform other duties prescribed by the board of governors or the members; and (4) In the event the LLC has a vacancy in the office of secretary, any notices, documents or other matters that otherwise are required to go to the secretary may be delivered to the chief manager. (c) Secretary. The secretary shall: (1) Keep accurate membership records for the LLC; (2) Maintain records of and, whenever necessary, certify all proceedings of the board of governors, members or committees of the LLC; (3) Receive notices required to be sent to the secretary and to keep a record of such notices in the records of the LLC; and (4) Perform other duties prescribed by the board of governors, the members or by the chief manager. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-103 Election or appointment of managers.

48-241-103. Election or appointment of managers. (a) Board of Governors Form. If the LLC is board-managed, the board of governors shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the governors present, the chief manager, secretary and any other managers or agents the board of governors considers necessary or desirable for the operation and management of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles or operating agreement or determined by the board of governors. (b) Member-Managed Form. If the LLC is member-managed, the members shall elect or appoint, in a manner set forth in the articles or operating agreement or in a resolution approved by the affirmative vote of a majority of the voting power at a duly held meeting, the chief manager, secretary and any other managers or agents the members consider necessary or desirable for the operation of the LLC. These managers and agents have the powers, rights, duties, responsibilities, and terms in office provided for in the articles, operating agreement or as determined by the members and set forth in the resolution establishing the other manager positions. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-104 Qualifications of managers.

48-241-104. Qualifications of managers. Managers need not be residents of this state or members of the LLC unless the articles or operating agreement so require. The articles or operating agreement may prescribe other qualifications for managers. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-105 Multiple managerial positions.

48-241-105. Multiple managerial positions. Any number of managerial positions or functions of those positions other than those of chief manager and secretary may be held or exercised by the same person. If a document must be signed by persons holding different positions or functions and a person holds or exercises more than one (1) of those positions or functions, that person may sign the document in more than one (1) capacity, but only if the document indicates each capacity in which the person signs. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-106 Managers considered elected.

48-241-106. Managers considered elected. If the LLC is board-managed, in the absence of an election or appointment of managers by the board of governors, or if the LLC is member-managed in the absence of an election or appointment of managers by the members, then the person or persons exercising the principal functions of the chief manager or the secretary are considered to have been elected to those offices, except for the purpose of determining the location of the principal executive office, which in that case is the registered office of the LLC. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-107 Removal of a manager.

48-241-107. Removal of a manager. (a) Unless otherwise provided in the articles or operating agreement, if the LLC is board-managed: (1) A manager serves at the pleasure of the board of governors; (2) The board of governors may remove a manager at any time with or without cause; and (3) The board of governors may eliminate any manager position other than chief manager or secretary at any time. (b) Unless otherwise provided in the articles or operating agreement, if the LLC is member-managed: (1) A manager serves at the pleasure of the members; (2) The members may remove a manager at any time with or without cause; and (3) The members may eliminate any manager position other than chief manager or secretary at any time. (c) The removal of a manager under subsection (a) or (b) is without prejudice to the contractual rights of the manager, if any. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-108 Contract rights.

48-241-108. Contract rights. (a) Board-Managed. With respect to a board-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the board of governors' judgment, the contract would be in the best interests of the LLC. The fact that the contract may be for a term longer than the terms of the governors who authorized or approved the contract does not make the contract void or voidable. (b) Member-Managed. With respect to a member-managed LLC, the election or appointment of a person as a manager or agent does not, of itself, create contract rights. An LLC may enter into a contract with a manager or agent for any period of time if, in the members' judgment, the contract would be in the best interest of the LLC. (c) Removal or Resignation Does not Affect Contract Rights. A manager's removal does not affect the manager's contract rights, if any, with the LLC. A manager's resignation does not affect the LLC's contract rights, if any, with the manager. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-109 Resignation and vacancy.

48-241-109. Resignation and vacancy. (a) Resignation. Unless otherwise provided in an employment contract or an agreement with the LLC, a manager may resign at any time by giving written notice to the LLC. The resignation is effective without acceptance when the notice is delivered to the LLC, unless a later effective date is specified in the notice. (b) Vacancy. A vacancy in an office because of death, resignation, removal, disqualification, or other cause may, or in the case of a vacancy in the office of chief manager or secretary, must be filled for the unexpired portion of the term in the manner provided in the articles or operating agreement, or, if the LLC is board-managed, as determined by the board of governors, or, if the LLC is member-managed, as determined by the members. If a vacancy will be created by a resignation which is made effective at a later date and the LLC accepts the future effective date, the board of governors of a board-managed LLC or the members of a member-managed LLC may fill the pending vacancy before the effective date if the action provides that the successor does not take office until the effective date. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-110 Delegation.

48-241-110. Delegation. Unless prohibited by the articles, the operating agreement, or by a resolution: (1) Adopted by the affirmative vote of the governors present at a duly held meeting of a board-managed liability company; or (2) Approved by the affirmative vote of a majority of the membership interest entitled to vote at a duly held meeting of the members of a member-managed LLC; a manager elected or appointed may, without further approval, delegate some or all of the duties and powers of an office to other persons. A manager who delegates the duties or powers of an office remains subject to the standard of conduct for a manager with respect to the discharge of all duties and powers so delegated. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-241-111 Standard of conduct.

48-241-111. Standard of conduct. (a) General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances. (b) Reliance Permitted. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) Where Reliance not Permitted. A manager is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) Limitation on Liability. A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with this section. (e) Effect of Delegation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to § 48-241-110 is considered a manager for purposes of this section. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 65.

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