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Tennessee Multi-Member LLC Operating Agreement Form

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The Tennessee multi-member LLC operating agreement is a legal document that would be used specifically by entities that have more than one (1) member to establish company standard operating procedures and policies among other vital aspects of the company business.

This state does not require the filing of this document as a prerequisite to doing business within the state. It is, however, highly recommended that all businesses consider implementing the document for the protection of the members. Inasmuch as most businesses could be liable, at some point throughout the life of the business, without this document in place, the members could be held liable if, in fact, the entity is faced with any kind of legal action. This being stated, the member’s could be forced to relieve themselves of any personal assets and/or financial accounts to satisfy any court ruling in favor of a claimant or plaintiff. This document protects the member’s assets, although their company shall remain liable for the satisfaction of court rulings. The placement of the document will also provide tax options not otherwise available to the business.

The members should carefully review the entire document. Should they feel that they may require legal assistance, they may elect to work with a knowledgeable attorney for proper understanding, completion, and filing of the document.

How to Write

Step 1 – Download the document and begin by entering the company name

Step 2 –  The Agreement – Enter:

  • An effective date of the document – mm/dd/yyyy
  • Member’s full names

Step 3 – The Company – Submit the following:

Formation –

  • The commencement date of the agreement -(mm/dd/yyyy)
  • Name of  the company
  • Business name that will be utilized while conducting the principal business

Name –

  • Enter a business name that will be provided to conduct the company’s business
  • Purpose – Read the information

Office –

  • Enter the address that is maintained where the principal of the business will take place

Registered Agent – Enter:

  • Full name of the initial registered agent
  • The registered address of the office where the company business shall be maintained

Term –

  • Submit the date of commencement of the agreement – (mm/dd/yyyy)

Review the following titles:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections) – Prior to proceeding, members must review all sections and subsections as follows:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1  – (subsections 5.1.1 through 5.3)
  • Salaries, Reimbursement and Payment of Expenses – (subsections 6.1 through 6.3)
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking (7.1 through 7.4)
  • Transfer of Membership Interest – 8.1 and 8.2 (subsections 8.2.1 through 8.2.5) – and 8.4 (subsection 8.4.1) – 8.5 (subsections 8.5.1 through 8.5.5)
  • Dissolution – Review 9.1  (subsections 9.1.1 through 9.1.4 and 9.2 subsections 9.2.1 through 9.2.3)

Step 5 – General Provisions – Review all of the information contained within the titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Member’s Signatures, Additional Information and Acknowledgement: For the document to be effective, all of the members must provide signatures in the before a notary public:

  • Members must submit their printed or typed names
  • Members must apply their respective signatures

Listing of Members – Schedule 1 – Enter the following:

  • The company name at the top of the page
  • The effective date of the members list dd/m/yy format
  • Member’s names
  • Member’s addresses
  • Print or type member’s names
  • Member’s signatures

Listing of Capital Contributions -Schedule 2 – Provide:

  • The company name at the top of the page
  • Member’s names
  • Each member’s contribution amount
  • Each member’s percentages of interest
  • Date member’s signatures (dd/m/yy)
  • Print or type the names of the members
  • Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 –Provide:

  • The company name at the top of the page
  • Member’s names
  • Amount of the member’s Valuation Endorsements
  • Date the member’s signatures in dd/m/yy format
  • Signatures must be submitted before a notary public

Step 7 – Notarization –

  • When the document has been completed, the notary will complete the remainder of the document with the notary’s required information. The notary shall sign the document and affix their seal in acknowledgement

All members must receive a copy of the completed, notarized document, for their recordkeeping purposes.


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