A Tennessee LLC operating agreement is an agreement among the members of a limited liability company (LLC) about how the LLC runs and how its members deal with each other. Under Tenn. Code Ann. § 48-249-203, all members may enter into one to regulate the LLC's affairs and business.[1] The FormsPal template here is a single-member agreement that you can fill out online or download.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Tennessee law. If you notice an error or outdated information, please contact us.
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Popular Local Operating Agreement Forms
An operating agreement is a document that outlines the company’s ownership, organization, and each member’s rights and responsibilities. Explore some other sample operating agreement forms frequently searched for by our users.
Tennessee's LLC law lets the members of an LLC set their own rules in an operating agreement. Under Tenn. Code Ann. § 48-249-203, all members may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business. The agreement also governs relations between or among the members, holders, managers, directors, officers and the LLC, as applicable.[1]
Except as otherwise provided in § 48-249-205, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable.
Section 48-249-203 is part of the Tennessee Revised Limited Liability Company Act, which is Title 48, Chapter 249 of the Tennessee Code Annotated and governs Tennessee LLCs.[1]
An operating agreement need not be in writing, except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise. So an oral operating agreement can be valid. The written provisions of an operating agreement also need not be set out in a single integrated document.[1] Even so, a signed written agreement gives the members something to point to later.
Check your articles of organization first. The rule that an operating agreement need not be in writing does not apply to the extent the articles specifically require otherwise.
Tenn. Code Ann. § 48-249-203 says who may be a party to an operating agreement and who is bound by it.[1]
The FormsPal template is a 31-section operating agreement for a manager-managed LLC with a single member, followed by three schedules. The table below groups the sections by what they do, so you can see what the agreement covers before you fill it out. Schedules A, B and C hold the definitions, the member, Managers and Officers, and the initial capital contribution.
| Sections | Topic | What it covers |
|---|---|---|
| Sections 1 to 5 | Company details | The company name, principal business office, registered office and agent, the member and the Articles of Organization. |
| Sections 6 to 9 | Purposes and management | The purposes of the business, its powers, and the Managers and Officers. |
| Sections 10 to 17 | Money and liability | Limited liability, capital contributions, profits and losses, distributions, the fiscal year, other business, and exculpation and indemnification. |
| Sections 18 to 22 | Changes in membership | Assignment, resignation, admitting additional members, dissolution and waiver of partition. |
| Sections 23 to 29 | General terms | Third-party rights, severability, the entire agreement, governing law, amendments, counterparts and notices. |
| Sections 30 and 31 | Effectiveness and tax status | The agreement takes effect when the Articles of Organization are filed, and the form states the intent that the LLC be treated as a disregarded entity for federal tax purposes. |
The template makes the LLC manager-managed. The member sets the number of Managers, and a Manager does not need to be a member of the LLC. Section 9 lets you choose between an LLC with no Officers and an LLC with Officers.
The template deals with a change of members in three ways.
Gather the details below before you open the form, so that you can fill out every field in one sitting. The template asks for the information about the LLC and its single member that the filed Articles of Organization already contain.
This template is written for an LLC with one member, who signs as the sole equity holder. Under Tenn. Code Ann. § 48-249-203, an LLC with a single member may adopt an operating agreement between the member and the LLC.[1]
If your LLC will have more than one member, the members would need to agree on terms that fit them. This form names one member and has one signature line.
The FormsPal template is a single-member agreement for a Tennessee LLC, signed by one member as the sole equity holder of the LLC. Work through the parts below in the order they appear on the form. The signature block has a line for the member and no witness or notary block.
To edit the downloaded PDF on screen, use our online PDF editor.
The answers below cover who may write an operating agreement for a Tennessee LLC, whether it must be written, and who it binds. Each one follows Tenn. Code Ann. § 48-249-203, the Tennessee section that governs operating agreements.[1]
The members can. Under Tenn. Code Ann. § 48-249-203, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business.[1] You can start from the FormsPal LLC operating agreement template and fill in the terms your members agree on.
Yes, in general. An operating agreement need not be in writing, except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise.[1] A signed written copy still gives the members a record to rely on.
Yes. An LLC with a single member may adopt an operating agreement between the member and the LLC. If it does, the LLC is bound by that agreement.[1] The FormsPal template on this page is written for one member.
Not always. A person who later becomes a member or holder may be bound by the written provisions without signing the existing agreement. This works only if the articles or the written provisions of the operating agreement say so. The new member or holder must also meet the conditions for becoming a member or holder that are set out in the LLC documents.[1]
An operating agreement may be entered into at any of these times:
Whichever it is, it may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement.[1]
Yes. A court of equity may enforce an operating agreement by injunction, or by other equitable relief that the court, in its discretion, decides is fair and appropriate in the circumstances.[1]
General information, not legal or tax advice.
