What happens if a Tennessee LLC has no operating agreement?

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 20, 2026 · Last updated Aug 20, 2026

The default provisions of the Tennessee Revised Limited Liability Company Act (Chapter 249) apply. By default the LLC is member-managed, most ordinary decisions turn on member approval, and financial rights and distributions follow the statute. An operating agreement lets members override most of these defaults to fit their business.

Quick facts

Required?: No - not required by Tennessee law, but strongly recommended
Governing statute: Tenn. Code § 48-249-203 (Revised LLC Act)
Filed with state?: No - internal document, never filed with the Secretary of State
Governs: Management, voting, capital, distributions, transfers, dissolution
Default rules: Chapter 249 of Title 48 applies if the agreement is silent
Form: Need not be written unless the articles or the agreement require it - put it in writing

The same question in every other state

This requirement is set at state level, so the answer changes when you cross a state line. Below is how 24 other states answer the same question, each linked to the page that cites the agency it came from. The full breakdown is on How to Form an LLC.

State	Answer
Alabama	The default rules in the Alabama Limited Liability Company Law of 2014 automatically govern the LLC. Those defaults cover voting, profit sharing, management, and dissolution, and they may not match what the owners actually want, which is why a custom agreement is recommended.
Arizona	The default rules in the Arizona Limited Liability Company Act govern by filling the gaps - for example, management defaults to member-managed and certain actions require unanimous member consent. A written agreement lets members override most of these defaults and control how the LLC runs.
California	The default rules in the California Corporations Code govern by filling any gaps - for example, profits and voting default to per-capita or statutory rules that may not match the members' intent. A written agreement lets members override most defaults and control how the LLC runs.
Colorado	The default rules in the Colorado Limited Liability Company Act (Title 7, Article 80 of the Colorado Revised Statutes) govern everything the members did not agree on, including voting, profit sharing, management, and dissolution. Those defaults may not match what the owners actually intended, which is why a custom agreement is valuable.
Connecticut	The default rules in the Connecticut Uniform Limited Liability Company Act (Title 34, Chapter 613a) govern the company. Those defaults make the LLC member-managed and apply the Act's standard rules for voting, distributions, and other matters, which may not match what the owners intended.
Florida	The default rules in Fla. Stat.
Georgia	The default rules in the Georgia Limited Liability Company Act govern the LLC. Those defaults control management, voting, profit sharing, and how a member can leave, and they may not match what the owners intended, which can create disputes in a multi-member LLC.
Kentucky	The default rules in the Kentucky Limited Liability Company Act, KRS Chapter 275, govern management, voting, and distributions. Those defaults may not match what the members want, which is why a written agreement is recommended.
Louisiana	The default rules in the Louisiana Limited Liability Company Law govern the LLC, covering voting, management, profit sharing, and dissolution. Those defaults may not match what the owners want, which is why a custom written agreement is recommended.
Maryland	The default rules of the Maryland LLC Act (Title 4A) govern the LLC by filling the gaps: management, voting, profit allocation, and distributions follow the statute rather than the members' own choices. Those defaults may not match what the owners actually intend.
Massachusetts	The default rules of the Massachusetts Limited Liability Company Act, M.G.L. c.156C, govern the LLC.
Minnesota	The default rules in Chapter 322C govern by filling the gaps - for example, management defaults to member-managed and certain actions require unanimous member consent. A written agreement lets members override most of these defaults and control how the LLC runs.
Montana	The default rules of the Montana Limited Liability Company Act govern the LLC. Those defaults cover voting, profit sharing, and management, but they may not match what the members want, which is why a custom operating agreement is recommended.
Nebraska	The LLC is governed entirely by the default rules in the Nebraska Uniform Limited Liability Company Act, which may not match the owners' intentions on profit sharing, voting, or buyouts.
New Jersey	The default rules in N.J.S.A. 42:2C govern.
New Mexico	The default rules of the New Mexico Limited Liability Company Act, NMSA 1978 Chapter 53 Article 19, govern the LLC. Those defaults cover management, voting, and distributions, and they may not match what the members would have chosen, which is why a custom agreement is valuable.
North Carolina	The default rules in Chapter 57D govern the LLC's management, voting, allocations, and distributions. Those defaults may not match the owners' intentions, so relying on them can create disputes, especially in a multi-member LLC.
Oklahoma	The default rules in the Oklahoma Limited Liability Company Act govern by filling the gaps - for example, management defaults to the members and certain actions require member consent. A written agreement lets members override most of these defaults and control how the LLC runs.
Oregon	The default rules of the Oregon Limited Liability Company Act (ORS Chapter 63) govern the LLC. Those defaults cover management, voting, distributions, and more, but they may not match what the members want, which is why a custom operating agreement is recommended.
Pennsylvania	The default rules of the Pennsylvania Uniform Limited Liability Company Act (15 Pa.C.S. Chapter 88) govern the LLC.
South Carolina	The default rules in Title 33, Chapter 44 of the South Carolina Code govern the LLC. Those defaults may not match what the owners want.
Utah	The default rules of the Utah Revised Uniform Limited Liability Company Act (Title 48, Chapter 3a) govern. Under § 48-3a-407 the LLC is member-managed by default, and the Act's standard rules apply for voting, distributions, and other matters, which may not match what the owners intended.
Washington	The default rules in RCW 25.15 govern the LLC. Those defaults cover management, voting, distributions, and transfers, but they may not match what the owners want - for example, defaults on how distributions and management authority are allocated.
Wisconsin	The default rules in Chapter 183 govern the LLC entirely. Under section 183.0105, this chapter governs any matter the operating agreement does not address, so management, voting, and distributions follow the statute rather than the members' specific intent.

Full context for Tennessee

This page answers one question. The complete Tennessee guide -- covering the surrounding requirements, the forms, the agency, and what happens if you get it wrong -- is at Tennessee LLC Operating Agreement: What to Include (2026).

Sources

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws and fees change; verify current requirements with the relevant government agency before acting.