Tenn. Code Ann. § 48-249-1101 Applicability.
48-249-1101. Applicability.
Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part.
Acts 2005, ch. 286, § 1.
Professional Limited Liability Companies
Tenn. Code Ann. tit. 48, ch. 249, pt. 11
in effectTenn. Code Ann. § 48-249-1102 Part definitions.
48-249-1102. Part definitions.
As used in this part, unless the context otherwise requires:
(1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC;
(2) “Foreign professional LLC,” “foreign PLLC” or a PLLC that is otherwise designated as “foreign” means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state;
(3) “Law” includes rules promulgated in accordance with §§ 48-249-1109 and 48-249-1129;
(4) “Licensing authority” means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(5) “Professional LLC,” “PLLC,” “domestic professional LLC,” “domestic PLLC” or a professional LLC or PLLC that is otherwise designated as “domestic,” means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act;
(6) “Professional service” means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service; and
(7) “Qualified person” means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under § 48-249-1109.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 54.
Tenn. Code Ann. § 48-249-1103 Formation and election.
48-249-1103. Formation and election.
(a) Formation. One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including § 48-249-1108, and that also state that:
(1) It is a PLLC;
(2) Its purpose is to render specified professional services; and
(3) The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders.
(b) Election. An LLC may elect professional LLC status by amending its articles to comply with subsection (a).
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1104 Purposes.
48-249-1104. Purposes.
(a) Single profession. Except to the extent authorized by subsection (b) and § 48-249-1109, a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.
(b) Multiple professions. A PLLC may be formed, and professional LLC status of an LLC may be elected, for the purpose of rendering professional services within two (2) or more professions and for the purpose of engaging in any lawful business authorized by this chapter, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
(c) Other states. Notwithstanding subsections (a) and (b), if a PLLC is formed, or professional LLC status of an LLC is elected, to provide professional services in states other than this state, such PLLC may be formed, or professional LLC status of such LLC may be elected, for the purpose of rendering professional services permitted by the licensing boards of the other states in which it will operate. Such PLLC, or LLC for which professional LLC status has been elected, shall, nevertheless, be required to file reports and other information, as may be required by the applicable licensing authorities of this state, to establish or confirm that such PLLC, or LLC for which professional LLC status has been elected, is not providing unauthorized professional services in this state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1105 Power.
48-249-1105. Power.
(a) General powers. Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in § 48-249-104.
(b) Other professional entities. A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a PLLC, professional corporation, partnership, joint venture, trust or other entity, only if the other entity is engaged solely in rendering professional services, or in carrying on business authorized by the PLLC's articles.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1106 Rendering of professional services.
48-249-1106. Rendering of professional services.
(a) Licensed individuals. A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b) Nonapplicability. Subsection (a) does not:
(1) Require an individual employed by a PLLC to be licensed to perform services for the PLLC, if a license is not otherwise required;
(2) Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, holder of financial rights, manager, director, officer, employee or agent of a domestic or foreign PLLC; or
(3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1107 Professions and other business allowed to be rendered.
48-249-1107. Professions and other business allowed to be rendered.
(a) Limitation by articles. A PLLC may not render any professional service, or engage in any business, other than the professional service and business authorized by its articles.
(b) Other investments. Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1108 Name.
48-249-1108. Name.
(a) Name requirements. The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§ 48-249-106 and 48-249-903, except the requirement that the name include the words “limited liability company” or “LLC”:
(1) Shall contain the words “professional limited company,” “professional limited liability company,” “professional LLC,” “limited liability professional company” or the abbreviations “P.L.C.,” “P.L.L.C.” or “L.L.P.C.,” or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed;
(2) Shall not contain the word “corporation” or “incorporated,” or an abbreviation of either or both of these words; and
(3) May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by § 48-249-1104 and its articles.
(b) Personal Name. Sections 48-249-106 and 48-249-903 do not prevent the use of a name otherwise prohibited by those sections, if it is the personal name of a member or former member of the domestic or foreign PLLC, or the name of an individual who was associated with a predecessor of the domestic or foreign PLLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 55.
Tenn. Code Ann. § 48-249-1109 Eligible members and holders.
48-249-1109. Eligible members and holders.
(a) Members and holders. A PLLC may have both members and holders of financial rights, and may issue both membership interests to members and financial rights to holders.
(b) General eligibility. A PLLC may have persons who are not licensed to practice a profession described in the PLLC's articles in this state as members or holders of financial rights, only if the licensing authority that licenses the professionals who are members or holders of such a PLLC specifically so authorizes. Otherwise, a PLLC may have as members and holders of financial rights only the following:
(1) Individuals who are authorized by law in this or another state to render a professional service described in the PLLC's articles;
(2) General partnerships in which all the partners are qualified persons with respect to the PLLC and in which at least one (1) partner is authorized by law in this state to render a professional service described in the PLLC's articles;
(3) Professional corporations and professional associations, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles; and/or
(4) PLLCs, whether domestic or foreign, authorized by law in this state to render a professional service described in the PLLC's articles.
(c) Licensing authority eligibility rules. If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the licensing authority may, by rule, restrict or condition, or revoke in part, the authority of PLLCs subject to its jurisdiction to have the members or holders of financial rights described in subsection (b). A rule promulgated under this section does not, of itself, make a member or holder of financial rights of a PLLC, at the time the rule becomes effective, a disqualified person.
(d) Void interests. Any membership interest, governance rights or financial rights purported to be held by a person in violation of this section, or a rule promulgated under this section, is void.
(e) Specified health care professionals.
(1) Notwithstanding any other provision of this part, the following health care professionals shall have a right to be members or holders of financial rights of the same PLLC:
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists;
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(E) Advance practice nurses licensed under title 63, chapter 7, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to each other; provided, that nothing in this part shall be construed to alter the lawful scope of practice of a professional who is a member or holder of financial rights of a PLLC under this subsection (e); and provided, further, that nothing in this part shall be construed to allow any professional who is a member or holder of financial rights of a PLLC under this subsection (e) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the professional's profession. Such individual shall accurately state such individual's professional credentials on any advertisement to the public.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 56; 2008, ch. 747, § 1.
Tenn. Code Ann. § 48-249-1110 Transfers.
48-249-1110. Transfers.
(a) Qualified persons only. Subject to §§ 48-249-507 and 48-249-508, a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided, that nothing in this section shall be construed as prohibiting such a member or holder from transferring such member's or holder's financial rights to a financial institution as collateral for a loan.
(b) Prohibited transfers void. A transfer of a membership interest, governance rights or financial rights that is made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1111 Required purchase of membership interest and financial rights.
48-249-1111. Required purchase of membership interest and financial rights.
(a) Purchase obligation. A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial rights as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under this subsection (a), from the personal representative of the member or holder of financial rights, the member or holder of financial rights or the disqualified person to whom the membership interest or financial rights has or have been transferred, as applicable, in accordance with this section, if:
(1) The member or holder of financial rights dies;
(2) The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c);
(3) The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4) The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC.
(b) Purchase terms. If the amount of fair value and other terms of payment for the membership interest or financial rights are fixed, or are to be determined by the LLC documents or a private agreement, the amount and terms so fixed or determined govern. If the amount of fair value and other terms of payment are not so fixed or determined by the LLC documents or a private agreement, the PLLC shall purchase the membership interest or financial rights in accordance with § 48-249-1112.
(c) Limited disqualification. This section does not require the purchase of a membership interest or financial rights in the event a member or holder of financial rights becomes a disqualified person, if the disqualification lasts no more than five (5) months from the date the disqualification occurs.
(d) Other benefits. This section and § 48-249-1112 do not prevent or relieve a PLLC from paying to a former member or holder pension benefits or other deferred compensation for services rendered by the former member or holder, if otherwise permitted by law.
(e) Specific enforcement. Any governing terms contained in the LLC documents of a PLLC or a private agreement as to the amount of fair value and other terms of payment for a membership interest or financial rights are specifically enforceable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 57.
Tenn. Code Ann. § 48-249-1112 Purchase notice, acceptance and termination of interest.
48-249-1112. Purchase notice, acceptance and termination of interest.
(a) Purchase notice. If a membership interest or financial rights is required to be purchased under § 48-249-1111, the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), offering to purchase the membership interest or financial rights at a price the PLLC believes to represent its fair value as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a). The notice shall be accompanied by the PLLC's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the notice, the PLLC's income statement for that year, a statement of changes in equity of the PLLC for that year, and the PLLC's latest available interim financial statements, if any.
(b) Acceptance. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) has thirty (30) days after the effective date of the notice to accept the PLLC's offer, or to demand that the PLLC commence a proceeding under § 48-249-1113, to determine the fair value of the membership interest or financial rights. If such person accepts the offer, the PLLC shall make payment for the membership interest or financial rights within sixty (60) days after the effective date of the notice, unless a later date is agreed on, upon the transfer of the membership interest or financial rights from such person to the PLLC.
(c) Termination. After the PLLC makes payment for the membership interest or financial rights, the person who was entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), as well as the member or holder of financial rights whose membership interest or financial rights have been purchased, if different from such person, has no further membership interest or financial rights in the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1113 Commencement of fair value determination proceeding.
48-249-1113. Commencement of fair value determination proceeding.
(a) Right to commence proceeding. If the person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) does not accept the PLLC's offer under § 48-249-1112(b), within the thirty-day period specified in § 48-249-1112(b), such person may, during the following thirty-day period, deliver a written notice to the PLLC demanding that the PLLC commence a proceeding to determine the fair value of the membership interest or financial rights. The PLLC may commence a proceeding to determine the fair value of the membership interest or financial rights at any time during the sixty (60) days following the effective date of the PLLC's notice under § 48-249-1112(a). If the PLLC does not do so, the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) may commence a proceeding against the PLLC to determine the fair value of the membership interest or financial rights.
(b) Jurisdiction. A proceeding brought to determine the fair value of a membership interest or financial rights under subsection (a) shall be brought in a court of record having equity jurisdiction in the county where the PLLC's principal executive office, or, if not in this state, its registered office, is located. The PLLC and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) shall each be made a party to the proceeding. The PLLC, at its expense, shall notify, in writing, all of the other members and any other person the court directs of the commencement of the proceeding. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.
(c) Appraisers. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to such order.
(d) Right to judgment. The person who is entitled to receive payment in respect of a membership interest or financial rights under § 48-249-1111(a) is entitled to judgment for the fair value of the membership interest or financial rights determined by the court as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under § 48-249-1111(a), together with interest from that date at a rate determined by the court to be fair and equitable.
(e) Installment payments. The court may order the judgment paid in such installments as may be determined by the court.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1114 Assessment of proceeding costs.
48-249-1114. Assessment of proceeding costs.
(a) Determination and assessment. In a fair value proceeding commenced under § 48-249-1113, the court shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and the court shall assess the costs against the PLLC. Notwithstanding this subsection (a), the court may assess those costs in an amount the court determines to be equitable against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), if the court determines that such person acted arbitrarily, vexatiously or not in good faith in refusing to accept the PLLC's offer.
(b) Other fees and expenses. The court may also:
(1) Assess the fees and expenses of counsel and experts for the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a) against the PLLC, and in favor of such person, if the court determines that the fair value of the membership interest or financial rights substantially exceeded the amount offered by the PLLC or that the PLLC did not make an offer; or
(2) Assess the fees and expenses of counsel and experts for the PLLC against the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), and in favor of the PLLC, if the court finds that the fair value of the membership interest or financial rights did not substantially exceed the amount offered by the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1115 Termination of membership interest or financial rights of a disqualified person.
48-249-1115. Termination of membership interest or financial rights of a disqualified person.
If the membership interest or financial rights of a member or holder of financial rights is not or are not purchased under § 48-249-1112 or48-249-1113 within ten (10) months after the death of the member or holder, or within five (5) months after the occurrence of any other event giving rise to the PLLC's purchase obligation under § 48-249-1111(a), the PLLC shall immediately terminate the membership interest or financial rights on the PLLC's books, and the person who is entitled to receive payment in respect of the membership interest or financial rights under § 48-249-1111(a), as well as the member or holder of financial rights, if different from such person, has no further membership interest or financial rights in the PLLC, other than such person's right to payment of the fair value of the membership interest or financial rights under § 48-249-1112 or48-249-1113.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1116 Disqualification of members and other persons.
48-249-1116. Disqualification of members and other persons.
If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§ 48-249-1111 —48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC's failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC's failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC's certificate of authority in this state by the secretary of state.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1117 Directors, managers and officers.
48-249-1117. Directors, managers and officers.
If persons other than qualified persons are permitted by the licensing authority to serve as directors, managers or officers of a PLLC, not less than one half (½) of the directors, if any, all managers, if any, and all officers, if any, except the secretary, assistant secretary and treasurer, if any, of a PLLC, shall be qualified persons with respect to the PLLC.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1118 Privilege.
48-249-1118. Privilege.
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign PLLC and to its members, holders of financial rights, directors, managers, officers and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1119 Liability.
48-249-1119. Liability.
(a) Individual professional liability. Each individual who renders professional services as a member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions, to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial rights, director, manager, officer, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial rights, directors, managers, officers, employees or agents of the PLLC, unless such person is also at fault.
(b) PLLC professional liability. A domestic or foreign PLLC whose members, holders of financial rights, directors, managers, officers, employees or other agents perform professional services within the scope of their employment, or of their apparent authority to act for the domestic or foreign PLLC, is liable to the same extent as such members, holders of financial rights, directors, managers, officers, employees or other agents.
(c) General limited liability. Except as otherwise provided by this part, the personal liability of a member, holder of financial rights, director, manager, officer, employee, or other agent of a domestic or foreign PLLC, is no greater, in any respect, than the liability of a member, holder of financial rights, director, manager, officer, employee or other agent of an LLC formed under this chapter.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1120 Mergers and conversions.
48-249-1120. Mergers and conversions.
(a) Mergers and conversions permitted. A PLLC may merge with or into, or convert into, any other entity permitted to render the professional services of the PLLC in this state, in the same manner and to the same extent as LLCs under part 7 of this chapter, and any entity permitted to render professional services of a PLLC in this state may convert into a PLLC, in the same manner and to the same extent as other entities under part 7 of this chapter.
(b) Compliance. If the surviving entity or entity resulting from the conversion is an LLC and is to render professional services in this state, it shall comply with this part.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1121 Cessation of professional services.
48-249-1121. Cessation of professional services.
If a domestic PLLC ceases to render professional services, it shall amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of § 48-249-106. After the amendment or restatement becomes effective, the domestic PLLC may continue in existence as an LLC under this chapter, and it is no longer subject to this part. If a foreign PLLC that is authorized to transact business in this state ceases to render professional services in this state, it shall amend its certificate of authority to delete references to rendering professional services and to conform its name to the requirements of § 48-249-903. After the amendment becomes effective, the foreign PLLC may continue its authority to transact business in this state as a foreign LLC, and it is no longer subject to this part.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1122 Dissolution.
48-249-1122. Dissolution.
The attorney general and reporter may commence a proceeding to dissolve a PLLC under § 48-249-617, if:
(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC, in accordance with § 48-249-112, that it has violated or is violating a provision of this part;
(2) The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that such violation did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112; and
(3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct such violation, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with § 48-249-112.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1123 Foreign PLLCs.
48-249-1123. Foreign PLLCs.
(a) Certificate of authority required. Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) Requirements. A foreign PLLC may not obtain a certificate of authority, unless:
(1) Its name satisfies the requirements of § 48-249-1108;
(2) It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104; and
(3) All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (½) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.
(c) Exception. A foreign PLLC is not required to obtain a certificate of authority in this state, unless it maintains, or intends to maintain an office, in this state for conduct of business or professional practice.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1124 Application for a certificate of authority.
48-249-1124. Application for a certificate of authority.
The application of a foreign PLLC for a certificate of authority in this state shall:
(1) Contain the information required in § 48-249-904;
(2) State that it is a foreign PLLC;
(3) State that its purpose is to render specified professional services; and
(4) Include a statement that the requirements of § 48-249-1123(b)(3) are satisfied.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1125 Revocation.
48-249-1125. Revocation.
The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state, if a licensing authority with jurisdiction over a professional service described in the foreign PLLC's certificate of authority certifies to the secretary of state that the foreign PLLC has violated or is violating a provision of this part, and describes the violation in the certification.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1126 Offense — Penalty.
48-249-1126. Offense — Penalty.
(a) False document. A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect, with intent that the document be delivered to the licensing authority for filing.
(b) Other offenses. The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1127 Delivery of articles or certificate of authority to licensing authority.
48-249-1127. Delivery of articles or certificate of authority to licensing authority.
A domestic PLLC may not render professional services in this state until it delivers a certified copy of its articles to each licensing authority with jurisdiction over a professional service described in the articles, and a foreign PLLC may not render professional services in this state until it delivers a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the certificate of authority.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1128 Annual qualification statement.
48-249-1128. Annual qualification statement.
(a) Statement if required by licensing authority. If required by a rule promulgated by the licensing authority having jurisdiction over a professional service described in the articles of a domestic PLLC or certificate of authority of a foreign PLLC, each such domestic PLLC and each such foreign PLLC that is authorized to transact business in this state shall deliver, for filing to each licensing authority having jurisdiction over a professional service described in the domestic PLLC's articles or foreign PLLC's certificate of authority, an annual statement of qualification setting forth:
(1) The names and usual business addresses of its members, holders of financial rights, or their equivalents, if any, directors, or their equivalents, if any, managers, or their equivalents, if any, and officers, or their equivalents, if any; and
(2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under this part.
(b) Delivery date. The first qualification statement of a domestic or foreign PLLC required under this section shall be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which the domestic PLLC was formed, professional LLC status was elected for the PLLC, or the foreign PLLC was authorized to transact business in this state, as applicable. Subsequent qualification statements shall be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
(c) No additional information. Any information required by a licensing authority, pursuant to this section, shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require a domestic PLLC to include in its articles, filed pursuant to §§ 48-249-201, 48-249-202 and 48-249-1103, any information other than that which is specifically prescribed by §§ 48-249-201, 48-249-202 and 48-249-1103, or to require a foreign PLLC to include in its application for certificate of authority, filed pursuant to §§ 48-249-904 and 48-249-1124, or any amendment of such certificate of authority, any information other than that which is specifically prescribed by §§ 48-249-904 and 48-249-1124.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1129 Rules.
48-249-1129. Rules.
Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare, or by generally recognized standards of professional conduct.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1130 Jurisdiction of licensing authority.
48-249-1130. Jurisdiction of licensing authority.
This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct, except that, notwithstanding any other provision of this chapter, this part expressly provides that persons engaged in a professional service are expressly authorized to form or elect professional LLC status for a PLLC in which to conduct their business and limit their liability for the acts of others.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1131 Amendment of existing laws and right to practice profession in other forms.
48-249-1131. Amendment of existing laws and right to practice profession in other forms.
Notwithstanding any other provision of this chapter, the prior laws of this state, with respect to the practice and regulation of professional services rendered by or through a domestic or foreign PLLC and the laws of this state relating to the regulation of professional services, are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with this chapter and are deemed amended to permit the provision of professional services within this state by domestic PLLCs and foreign PLLCs that are authorized to transact business in this state. This part does not affect an existing or future right or privilege to render professional services through the use of any other form of entity.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1132 Reservation of power to amend or repeal.
48-249-1132. Reservation of power to amend or repeal.
The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign PLLCs that are subject to this part are governed by the amendment or repeal.
Acts 2005, ch. 286, § 1.
Tenn. Code Ann. § 48-249-1133 Applicability — Savings clause.
48-249-1133. Applicability — Savings clause.
Section 48-249-1002 applies to domestic PLLCs, including domestic PLLCs formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, and LLCs formed under the Tennessee Limited Liability Company Act, for which professional LLC status has been elected under the Tennessee Limited Liability Company Act, and foreign PLLCs to the same extent as those provisions apply to other domestic and foreign LLCs.
Acts 2005, ch. 286, § 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