Download Free LLC Operating Agreement Template for Tennessee

Define ownership and operating procedures of an LLC

Sales Tax: 7%Notary: $5Witnesses: 2

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LLC OPERATING AGREEMENT
State of Tennessee

This Operating Agreement is made on [DATE] by the Members of:

LLC NAME: [LLC NAME], LLC
State of Formation: Tennessee
Date of Formation: [DATE]
Principal Office: [ADDRESS], TN [ZIP]

ARTICLE I — MEMBERS AND CONTRIBUTIONS
Member 1: [NAME] — Ownership: [PERCENTAGE]% — Capital Contribution: $[AMOUNT]
Member 2: [NAME] — Ownership: [PERCENTAGE]% — Capital Contribution: $[AMOUNT]

ARTICLE II — MANAGEMENT
This LLC shall be managed by: [  ] Members [  ] Designated Manager(s)
Manager(s): [NAME(S)]

ARTICLE III — DISTRIBUTIONS
Profits and losses shall be allocated in proportion to each Member's ownership interest.

ARTICLE IV — VOTING
Each Member shall have voting rights proportional to their ownership percentage. Major decisions require [PERCENTAGE]% approval.

ARTICLE V — TRANSFER OF INTEREST
No Member may transfer their interest without [UNANIMOUS/MAJORITY] consent of the other Members.

ARTICLE VI — DISSOLUTION
The LLC shall dissolve upon: (a) unanimous vote, (b) court order, or (c) as required by Tennessee law.

This agreement is governed by Tennessee LLC Act (TN Statutes).

MEMBER SIGNATURES:
Member 1: _____________________ DATE: _____
Member 2: _____________________ DATE: _____

Where to File Your LLC Operating Agreement in Tennessee

Visit your local County Clerk office to file or notarize your LLC Operating Agreement.

Tennessee County Clerk

Tennessee Capital

Main Government Building, Tennessee

District County Clerk

Tennessee Metro Area

County Courthouse, TN

Tennessee LLC Operating Agreement Requirements

Review the following requirements to ensure your LLC Operating Agreement is legally valid in Tennessee.

Member names and contributions listed

Management structure defined

Profit/loss allocation specified

Voting rights described

Transfer restrictions included

Dissolution provisions stated

All members must sign

Governing law specified

Amendment procedures included

Indemnification clause recommended

Tennessee Notarization

Tennessee requires 2 witnesses and notarization may be mandatory. Fees typically range from $5.

Before You Sign

Review all information carefully. In Tennessee, a 7% sales tax may apply.

Legal Protection

Keep copies of all signed documents. Tennessee law requires all parties to receive copies of executed documents.

Tennessee Filing Deadlines

Check Tennessee deadlines for filing or recording this document with the appropriate county clerk's office.

FAQ: LLC Operating Agreement in Tennessee

Is a LLC Operating Agreement required in Tennessee?

Yes, in Tennessee, a LLC Operating Agreement is required for most transactions of this type. Under Tennessee State Code, the document must include all parties' information, be signed, and witnessed by 2 individuals. Failure to use a proper LLC Operating Agreement may result in legal complications.

Does a LLC Operating Agreement need to be notarized in Tennessee?

Notarization requirements in Tennessee (TN) vary by transaction type. Notary fees in the state typically range from $5. While not always mandatory, notarization adds an extra layer of legal protection and is recommended for high-value transactions.

What are the tax implications of a LLC Operating Agreement in Tennessee?

Tennessee has a base sales tax rate of 7%. Depending on the type of transaction documented in your LLC Operating Agreement, additional local taxes may apply. Consult with a Tennessee tax professional for specific guidance on your situation.

Is an operating agreement required for an LLC?

Requirements vary by state. Some states like New York and California require an operating agreement, while others don't. However, having one is strongly recommended for all LLCs to define member rights, protect limited liability, and prevent disputes.

Can a single-member LLC have an operating agreement?

Yes, and it's highly recommended. A single-member LLC operating agreement helps maintain the separation between personal and business assets, which is essential for preserving limited liability protection.

What happens if an LLC doesn't have an operating agreement?

Without an operating agreement, your LLC is governed by your state's default LLC laws, which may not align with your preferences. This can lead to disputes, loss of liability protection, and unfavorable default rules for profit sharing and management.

SMJ

Reviewed & Fact-Checked

Sarah Mitchell, J.D.

Legal Document Specialist

Licensed Attorney, 15+ years experience

Specializes in contract law and legal document preparation

This LLC Operating Agreement template for Tennessee has been reviewed for accuracy and legal compliance.

Last reviewed: March 2026

LLC Operating Agreement Costs in Tennessee

Estimated fees and processing times

Fee Type	Cost	Notes
Notary Fee	$5-$15 (if required)	Tennessee standard rate: $5
Filing Fee	Varies by state	State registration (if applicable)
Processing Time	1-3 business days	Typical turnaround in Tennessee
Sales Tax	7%	Tennessee base rate (local taxes may apply)
Witness Requirement	2 witnesses	Tennessee requires multiple witnesses
Our Template	FREE	Download instantly, no cost

Fees shown are Tennessee-specific estimates. Contact your local office for exact pricing.

Tennessee LLC Operating Agreement Legal Guide

According to Tennessee laws, this agreement holds legal weight once properly signed and notarized, ensuring compliance with state regulations.

Pursuant to Tennessee State Code in Tennessee, this LLC Operating Agreement must meet specific criteria. The applicable sales tax is 7%. Notarization, which costs $5 in TN, is strongly recommended. 2 witnesses are needed.

This document offers comprehensive legal protection tailored specifically to Tennessee's unique statutory framework.

limited liability companymembermanagercapital contributionoperating agreementLLC formation

Every year, thousands of Tennessee residents need a LLC Operating Agreement for personal or business purposes. Understanding TN regulations ensures your document is enforceable and protects your interests.

Getting It Done Right in Tennessee

Here's the practical approach: download, fill in your details, get signatures, and handle any TN-required notarization. Tennessee makes the process relatively straightforward, but attention to detail matters. Keep at least two copies — one for each party involved.

Pro Tips for Tennessee Residents

- Use blue or black ink when signing physical copies in Tennessee
- Keep digital backups of all signed documents
- Check for local county requirements that may apply in addition to TN state law
- Don't backdate — Tennessee courts view backdated documents unfavorably
- Consult an attorney for transactions exceeding $10,000 in value

Legal Validity & Enforcement

Once properly executed, your LLC Operating Agreement is legally binding in Tennessee and enforceable in TN courts. The document remains valid indefinitely unless revoked or superseded. Tennessee courts generally uphold properly executed documents, provided they comply with applicable TN statutes.

TN Compliance Checklist

Before finalizing your LLC Operating Agreement, verify that it meets Tennessee's legal standards:
- Full legal names and addresses of all parties
- Clear description of the subject matter
- Consideration or purpose stated explicitly
- Dated and signed by all required parties
- Notarized if mandated by TN statute

Other Forms in Tennessee

LLC Operating Agreement in Neighboring States

Document Information

Document: LLC Operating Agreement
State: Tennessee (TN)
Category: Business
Format: PDF / Word / Print
Cost: 100% Free
Sales Tax: 7%
Notary Fee: $5

Tennessee Legal Requirements

Governing Statute:

State Law

✓Consult with a licensed attorney for specific requirements

Legal Disclaimer

This template is for informational purposes only and does not constitute legal advice. Laws in Tennessee may change. Consult a licensed attorney for advice specific to your situation.