Is an operating agreement required for Tennessee LLCs?

No, Tennessee law does not require LLCs to have an operating agreement. However, it's strongly recommended as it establishes important business rules, protects your limited liability status, and prevents disputes among members.

Can I write my own LLC operating agreement in Tennessee?

Yes, you can write your own operating agreement in Tennessee. While not required to use an attorney, it's advisable to have a lawyer review your agreement, especially for multi-member LLCs or complex business structures.

Does a Tennessee LLC operating agreement need to be notarized?

No, Tennessee does not require operating agreements to be notarized. However, all members should sign the document, and some banks or lenders may require notarization for their own purposes.

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

Without an operating agreement, your LLC will be governed by Tennessee's default LLC laws found in the Tennessee Limited Liability Company Act. These default rules may not suit your specific business needs or goals.

Can I change my Tennessee LLC operating agreement after signing it?

Yes, you can amend your operating agreement, but you must follow the amendment procedures outlined in the original document. Typically, this requires unanimous consent or a specific vote threshold from all members.

Tennessee LLC Operating Agreement: Essential Guide for 2026

Protect your business with a comprehensive operating agreement. Get our free template and learn Tennessee's specific requirements for LLCs.

By Edmond Hui · Last updated: January 2026

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State Requirements

Required By Law	no
Must Be Filed	no
Special Rules	None beyond standard requirements

What to Include in Your Operating Agreement

Ownership & membership

Define who owns what percentage of the LLC and how ownership interests can be transferred. This section establishes each member's equity stake and prevents future disputes.

Management structure

Specify whether your LLC is member-managed or manager-managed and outline decision-making authority. This clarifies who has the power to make binding business decisions.

Voting rights

Establish how votes are allocated and what matters require member approval. This section prevents deadlock situations and ensures important decisions follow proper procedures.

Profit & loss allocation

Detail how profits and losses are distributed among members and when distributions occur. This section is crucial for tax purposes and member expectations.

Member duties

Outline each member's responsibilities, contributions, and obligations to the LLC. This prevents misunderstandings about roles and accountability within the business.

Dissolution process

Define the circumstances that trigger dissolution and how assets will be distributed. This section protects members' interests if the business needs to close or restructure.

Amendment procedures

Specify how the operating agreement can be modified and what vote threshold is required. This ensures any future changes follow proper procedures and protect minority members.

Frequently Asked Questions

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