Tennessee LLC Continuing Obligations

Once a Tennessee LLC has been created, the Tennessee Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the Tennessee Secretary of State office.

Records

Each limited liability company shall keep the following records open to inspection at its office if it is board managed:

  • A current list of the full name and last-known business, residence, or mailing address of the chief manager, secretary and each member and governor;
  • A current list of the full name and last-known business, residence, or mailing address of each assignee of financial rights and a description of the rights assigned;
  • A copy of the articles and all amendments to the articles;
  • Copies of the currently effective operating agreement and/or any agreements concerning classes or series of membership interests;
  • Copies of the LLC’s federal, state, and local income tax returns and reports, if any, for the three (3) most recent years
  • Financial statements and accounting records of the LLC
  • Records of all proceedings of members, if any
  • Any written consents obtained from members
  • Records of all proceedings of the board of governors for the last three (3) years
  • A statement of all contributions, identity of the contribution and the agreed value of the contribution
  • A copy of all contribution agreements and contribution allowance agreements
  • A copy of the LLC’s most recent annual report delivered to the secretary of state

If it is member-managed:

  • All above records except those relating to the board of governors, identity of governors & their actions
  • Financial information sufficient to provide true and full information regarding the status of the business and financial condition of the LLC

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