Tennessee Code 48-249-1116 – Disqualification of members and other persons
Terms Used In Tennessee Code 48-249-1116
- Director: means an individual who is vested with authority as a director under §. See Tennessee Code 48-249-102
- Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
- Distribution: means a direct or indirect transfer of money or other property by an LLC, except for the issuance of its own membership interests or financial rights, with or without consideration, or an incurrence or issuance of indebtedness, whether directly or indirectly, including through a guaranty, to or for the benefit of any of its members or holders of financial rights, as applicable, in respect of membership interests or financial rights. See Tennessee Code 48-249-102
- domestic: means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-1102
- Employee: includes an officer but not a director. See Tennessee Code 48-11-201
- Financial rights: means a member's or holder's rights to:
(A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102 - foreign: means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-249-1102
- holder: means a person, other than a member, owning any financial rights in an LLC. See Tennessee Code 48-249-102
- LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
- LLC documents: means either, or both:
(A) An LLC's articles. See Tennessee Code 48-249-102 - Manager: means a person who is vested with authority as a manager under §. See Tennessee Code 48-249-102
- Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
- Officer: means an individual, who is vested with authority as an officer under §. See Tennessee Code 48-249-102
- PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
- Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service. See Tennessee Code 48-249-1102
- Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
- Secretary of state: means the individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
If any member or holder of financial rights of a PLLC becomes disqualified to render those professional services for which the PLLC was formed, or has elected professional LLC status within this state, such member or holder shall be deemed to have resigned and withdrawn from the PLLC, and shall have no further interests as a member or holder in the PLLC, other than the right to receive any distribution to which such member or holder may be entitled as a member or holder under the LLC documents or §§ 48-249-1111 – 48-249-1115, if applicable. If any member, manager, director, officer, agent or employee of a domestic or foreign PLLC who is rendering professional service to the public within this state becomes legally disqualified to render those professional services within this state, that member, manager, director, officer, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that domestic or foreign PLLC. A domestic PLLC’s failure to require compliance with this provision shall constitute a ground for the dissolution of the PLLC by the secretary of state, and a foreign PLLC’s failure to require compliance with this provision shall constitute a ground for the revocation of the foreign PLLC’s certificate of authority in this state by the secretary of state.