Is an operating agreement required for Tennessee LLCs?

This page has not confirmed whether Tennessee law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Tennessee requires, check the website of the state agency that registers LLCs in Tennessee, or ask a business attorney licensed in Tennessee.

Can I write my own LLC operating agreement in Tennessee?

Yes, you can write your own Tennessee LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Tennessee's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Tennessee, and consider having a business attorney licensed in Tennessee review your draft before the members sign it.

Does a Tennessee LLC operating agreement need to be notarized?

This page has not confirmed whether Tennessee law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.

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

Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Tennessee's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Tennessee before you draft the agreement.

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

Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Tennessee's LLC law can apply, so check them, or ask a Tennessee business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Tennessee uses a separate filing, the Articles of Amendment to Articles of Organization.

Tennessee LLC Operating Agreement: What to Include

What to put in an operating agreement for your Tennessee LLC, and how single-member and multi-member agreements differ.

By Edmond Hui · Last updated: October 2026

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Key sections of a Tennessee LLC operating agreement, listing the 7 provisions the document should cover. — What a Tennessee operating agreement should contain, section by section. Source: Tennessee Secretary of State.

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 matters 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.

Read this guide for another state:

Frequently Asked Questions

: This page has not confirmed whether Tennessee law requires an LLC to have an operating agreement, so it does not answer yes or no. A written agreement signed by every member is worth having either way. It records who owns what share of the LLC, who makes decisions, and how profits are divided. To learn what Tennessee requires, check the website of the state agency that registers LLCs in Tennessee, or ask a business attorney licensed in Tennessee.
: Yes, you can write your own Tennessee LLC operating agreement. It should cover each member's ownership share, voting rights, how profits are divided and how the LLC is closed down, because the default rules in Tennessee's LLC law can apply where the agreement is silent. Read the guidance for LLCs on the website of the state agency that registers them in Tennessee, and consider having a business attorney licensed in Tennessee review your draft before the members sign it.
: This page has not confirmed whether Tennessee law asks for an operating agreement to be notarized. Have every member sign and date it and keep it with the LLC's records. A bank or lender may ask for notarized signatures, so ask before you sign.
: Without an operating agreement, members have no written terms to settle a disagreement. Where the members have no agreement on a point, the default rules in Tennessee's LLC law can apply instead. Read the guidance for LLCs on the website of the state agency that registers them in Tennessee before you draft the agreement.
: Yes. An operating agreement can be changed by following the amendment procedure it sets out, such as a vote or the written consent of the members it names. If the agreement says nothing about amendments, the default rules in Tennessee's LLC law can apply, so check them, or ask a Tennessee business attorney, before you change a term. Put each amendment in writing, have the members sign it, and keep it with the agreement. To amend the LLC's Articles of Organization on file with the state, Tennessee uses a separate filing, the Articles of Amendment to Articles of Organization.

Sources

4 documents

Each entry below is a document recorded in our verified Tennessee sources, and each entry says what the document is. Some statutory text is read from an accurate mirror rather than from the state's own host, and those say so. Where we hold the citation but no stable public link, the citation is printed on its own rather than pointed at a guessed address.

Tennessee statute: Tennessee Code Annotated § 48-249-101 (LLC Act)
Tennessee statute: T.C.A. § 48-249-101 et seq. (LLC Act)
Tennessee statute: T.C.A. § 48-249-502 (operating agreement amendments)
sos.tn.gov/businessesTennessee Secretary of State: business entity filings

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Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

How we check facts

What to Include in Your Operating Agreement

Ownership & membership

Management structure

Voting rights

Profit & loss allocation

Member duties

Dissolution process

Amendment procedures

Frequently Asked Questions

Sources

More for Tennessee LLCs

Start and set up

Taxes, money and growth

Stay compliant

Operate in other states

Compare structures

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By profession

Ready to Form Your Tennessee LLC?

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