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Tennessee, United States

Tennessee LLC Operating Agreement

Set out who owns your Tennessee LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Tennessee rules · 2026Official source linkedFree PDF · no signup · nothing uploaded

Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Tennessee LLC act rules · as of 2026

Required by law?
No — but strongly recommended
Recognized form
"'Operating agreement' means an agreement described in § 48-249-203(a)" (§ 48-249-102(24)); it may be written or oral — "an operating agreement need not be in writing" (§ 48-249-203(a))
Governing act
Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249)

Without an agreement: If the LLC documents are silent, distributions (including on termination) "shall be allocated among the members and holders of financial rights in equal shares" — Tenn. Code Ann. § 48-249-305(b). Source: Tenn. Code Ann. §§ 48-249-102(24), 48-249-203 · verify ↗.

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Operating Agreement

of __________ · State of Tennessee

This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249), with its principal office at __________ .

1. Formation & purpose. The Company was formed under Tennessee law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249).

2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.

3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.

4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.

5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249)'s limits on distributions.

6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byTennessee law and is binding on the members, their successors, and assigns.

Member 1 signature / date
Member 2 signature / date

Generated with SealFormsReflects Tennessee law · verified 2026

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    Why your Tennessee LLC needs this — even single-member

    • It overrides the default rules. Without an agreement, the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249) decides how profits are split and who can act for the company — not you.
    • It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
    • Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

    Tennessee law

    No — Tennessee does not require an operating agreement (as of 2026): Not required. Tenn. Code Ann. § 48-249-203(a): all members "may enter into an operating agreement"; "an operating agreement need not be in writing" except to the extent the articles or a written provision of an operating agreement specifically require otherwise. (Tennessee's older 1994 act, ch. 248, still governs pre-2006 LLCs that did not opt in to the Revised Act.). But without one, the default rules of the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Tenn. Code Ann. §§ 48-249-102(24), 48-249-203. Check the current Tennessee LLC rules before relying on any default.

    Frequently asked questions

    Is an operating agreement required in Tennessee?

    No — Tennessee does not require an operating agreement (as of 2026): Not required. Tenn. Code Ann. § 48-249-203(a): all members "may enter into an operating agreement"; "an operating agreement need not be in writing" except to the extent the articles or a written provision of an operating agreement specifically require otherwise. (Tennessee's older 1994 act, ch. 248, still governs pre-2006 LLCs that did not opt in to the Revised Act.). But without one, the default rules of the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: Tenn. Code Ann. §§ 48-249-102(24), 48-249-203.

    Does a single-member LLC need an operating agreement?

    It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.

    Does the operating agreement get filed with the state?

    No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Tennessee agency records it.

    Can the agreement be oral in Tennessee?

    Tennessee's statute recognizes: "'Operating agreement' means an agreement described in § 48-249-203(a)" (§ 48-249-102(24)); it may be written or oral — "an operating agreement need not be in writing" (§ 48-249-203(a)) (Tenn. Code Ann. §§ 48-249-102(24), 48-249-203). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

    How does Tennessee compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

    How Tennessee compares

    Computed from our 51-jurisdiction dataset (as of 2026). Source for Tennessee: Tenn. Code Ann. §§ 48-249-102(24), 48-249-203 ↗.

    • Tennessee is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

    LLC operating agreement in other states

    More Tennessee legal forms

    Different state? See LLC operating agreements by state →