Tennessee LLC Operating Agreement

Single-member or multi-member operating agreement under your state's LLC act: ownership, management, capital, distributions, transfers and dissolution.

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Tennessee rules that this document follows

LLC statuteTennessee Revised Limited Liability Company ActSource: Tenn. Code § 48-249-101 et seq.
Operating agreement required?Not required by statute, but strongly recommended (may be oral; written is far safer)Source: Tenn. Code § 48-249-102(21) (operating agreement may be written or oral)
Formation fee$300.00
Annual report$300.00 — Annual report due by the first day of the 4th month after fiscal year end (Apr. 1 for calendar year); $50 per member, $300 minimum, $3,000 maximumSource: Tenn. Code § 48-249-1017
State LLC / franchise taxFranchise tax (0.25% of net worth, $100 minimum) and excise tax (6.5% of net earnings) unless family-owned/obligated-member exemption (Tenn. Code §§ 67-4-2007, 67-4-2105)
Charging order exclusive remedy (SMLLC)unclearSource: Tenn. Code §§ 48-249-406 (majority of members), 48-249-306 (distributions per contributions), 48-249-509 (charging order exclusive remedy)

Rules current as of 2026-09-07. Statutes change; verify before relying on them.

How to use this LLC Operating Agreement in Tennessee

Sign the agreement as soon as the LLC is formed and before opening the bank account. Fill Schedule A with actual contributions — the percentages drive profits, votes and buy-outs. Multi-member LLCs should agree on the buy-out formula now, while everyone is friendly.

Review annually and whenever a member joins, leaves, marries, or the tax election changes. Keep it with the articles, EIN letter and annual report receipts.

Frequently asked questions

Is an operating agreement required in Tennessee?

Not by statute (Tenn. Code § 48-249-102(21) (operating agreement may be written or oral)). Banks, investors and courts expect a written agreement, and a single-member LLC without one is easier to pierce.

What are the ongoing state fees for an LLC in Tennessee?

Annual/periodic report: $300.00 (Annual report due by the first day of the 4th month after fiscal year end (Apr. 1 for calendar year); $50 per member, $300 minimum, $3,000 maximum; Tenn. Code § 48-249-1017). Franchise tax (0.25% of net worth, $100 minimum) and excise tax (6.5% of net earnings) unless family-owned/obligated-member exemption (Tenn. Code §§ 67-4-2007, 67-4-2105).

Does the operating agreement get filed with the state?

No. It is an internal document. Keep the signed original with the Company records; banks and the IRS may ask for a copy.

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FormsByState provides self-help document templates and general information, not legal advice. We are not a law firm. For advice about your situation consult a licensed attorney in your state.