Tennessee · Operating agreement
Tennessee LLC operating agreement
What Tennessee's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Tennessee operating agreementWhat Tennessee’s LLC act says
The quotes behind this section come from the act as the legislature passed it; later amendments may differ.
Tennessee's revised LLC act lets all members of an LLC enter into an operating agreement to regulate the LLC's affairs and the conduct of its business, and the act defines the term by that section. 4
In Tennessee an operating agreement need not be in writing, so an oral one counts. Written provisions may be spread over several documents instead of one. 4
What Tennessee’s act does not let an agreement change:
One-member company. A Tennessee LLC with a single member may adopt an operating agreement with that member and, if it does, the LLC is bound by it. 4
What happens with no agreement
Tennessee treats an LLC as member-managed unless its articles name it manager-managed or director-managed. In a member-managed LLC each member has equal management rights and a majority vote of members decides business matters. 2
If Tennessee LLC documents do not provide for allocating profits and losses, the act splits them among members and holders of financial rights in equal shares. Distributions follow the same equal split. 3
What the template covers in Tennessee
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Tennessee’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Tennessee LLC
You form a Tennessee LLC by filing with Tennessee’s Secretary of State.
The Tennessee annual report is due the 1st day of the 4th month after your fiscal year end. 5
Search the Tennessee business records at the Secretary of State before you file: Tennessee entity search.
The operating agreement for a Tennessee LLC is separate from the Tennessee formation filing. Tennessee's revised LLC act requires an LLC to keep a copy of any currently effective written operating agreement with its company records. The act text does not say it is filed with the state. 6
The order form on this page shows $307 for the state filing: that is the amount charged at our checkout. The state's own fee is $300. 7
Common questions
Is an operating agreement required for an LLC in Tennessee?
Tennessee's revised LLC act does not tell an LLC to adopt an operating agreement. Where the LLC documents say nothing on a matter, the act's own rules govern relations among members and managers. 1
Is there a Tennessee LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Tennessee LLC have an operating agreement?
A Tennessee LLC with a single member may adopt an operating agreement with that member and, if it does, the LLC is bound by it. 4
Does a Tennessee operating agreement need to be notarized?
None of the Tennessee rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Tennessee operating agreement, and is it filed?
Tennessee's revised LLC act requires an LLC to keep a copy of any currently effective written operating agreement with its company records. The act text does not say it is filed with the state. 6
Also in Tennessee
Sources 7 links, checked Sep 1, 2026 to Nov 13, 2026
- Tennessee LLC act, section 205. Text of the act as passed; later amendments are not shown. publications.tnsosfiles.com, checked Nov 13, 2026
To the extent the LLC documents do not otherwise provide, this Act governs relations among the members, holders of financial rights, managers, directors, officers and LLC, as applicable.
- Tennessee LLC act, section 401. Text of the act as passed; later amendments are not shown. publications.tnsosfiles.com, checked Nov 13, 2026
Each member has equal rights in the management and conduct of the LLC’s business; and (2) Except as otherwise provided in subsections (e) or (f), any matter relating to the business of the LLC shall be decided by a majority vote of the members.
- Tennessee LLC act, section 304. Text of the act as passed; later amendments are not shown. publications.tnsosfiles.com, checked Nov 13, 2026
If the LLC documents do not provide for allocations of profits and losses, profits and losses shall be allocated among the members and holders of financial rights in equal shares.
- Tennessee LLC act, section 203. Text of the act as passed; later amendments are not shown. publications.tnsosfiles.com, checked Nov 13, 2026
all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct
- Tennessee annual report tncab.tnsos.gov, checked Sep 1, 2026
- Tennessee LLC act, 406 publications.tnsosfiles.com, checked Nov 13, 2026
A copy of any currently effective written operating agreement of the LLC …
- Official state fee schedule for LLC filings sos.tn.gov, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Tennessee’s rules. It is not legal or tax advice.
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