Tennessee Code Title 48. Corporations and Associations § 48-249-1002

(a) EFFECTIVE DATE; SAVINGS CLAUSE.

(b) VOLUNTARY ELECTION BY PRE-2006 LLCS. On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement “This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act,” or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC.

(c) GOVERNANCE OF PRE-2006 LLCS. Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title.

(d) FOREIGN LLCS. This chapter applies to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority.

(e) PRE-2006 PROCEEDING PRESERVED. This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act.