Tennessee LLC Operating Agreement: What to Include (2026)

Q: Does Tennessee require an LLC operating agreement?

No. The Tennessee Revised Limited Liability Company Act does not require an LLC to adopt an operating agreement. However, without one the LLC is governed entirely by the default rules of Chapter 249 of Title 48, which may not match what the members want, so an operating agreement is strongly recommended.

Q: Do you file a Tennessee operating agreement with the state?

No. A Tennessee operating agreement is an internal document that is never filed with the Tennessee Secretary of State. Only the Articles of Organization (Form SS-4270) are filed publicly. The operating agreement is kept in the LLC's records and shown to banks, lenders, and courts when needed.

Q: Does a Tennessee operating agreement have to be in writing?

Not always. Under Tenn. Code section 48-249-203, an operating agreement need not be in writing unless the articles of organization or a written provision of the operating agreement requires it. Despite that flexibility, a signed written operating agreement is strongly recommended for certainty and enforceability.

Q: Does a single-member Tennessee LLC need an operating agreement?

It is not legally required, but a single-member LLC should still adopt a written operating agreement. It documents the separation between owner and entity that supports limited liability, satisfies banks and lenders, and controls what happens to the LLC if the sole member dies or becomes incapacitated.

Q: What happens if a Tennessee LLC has no operating agreement?

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.

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

Tennessee does not legally require an LLC operating agreement, and you never file one with the Secretary of State. The Tennessee Revised Limited Liability Company Act (Tenn. Code § 48-249-203) expressly authorizes an operating agreement and lets it override the statute's default rules on management, voting, and distributions. Every Tennessee LLC should still adopt one in writing.

Quick Answer

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

Is an Operating Agreement Required in Tennessee?

An operating agreement is not legally required to form or run a Tennessee LLC. You create the LLC by filing Articles of Organization (Form SS-4270) with the Tennessee Secretary of State, Division of Business Services, and nothing in that filing asks for an operating agreement. But "not required" does not mean "not important." The Tennessee Revised Limited Liability Company Act - codified at Tenn. Code §§ 48-249-101 and following - builds its entire LLC framework around the assumption that members will adopt an operating agreement, and it supplies gap-filling default rules only for the topics the members leave unaddressed. An LLC without an operating agreement is governed entirely by those defaults, which rarely match what a particular business actually wants. See how to form an LLC in Tennessee for where this fits in the overall process, and LLC operating agreements for the national overview.

What the Revised LLC Act Says (§ 48-249-203)

Tennessee governs LLCs formed on or after January 1, 2006 under the Tennessee Revised Limited Liability Company Act. Section 48-249-203 is the operating agreement provision. It says that the 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 the relations among the members, holders, managers, directors, officers, and the LLC. Three features of the statute matter in practice:

Timing is flexible. An operating agreement may be entered into before, after, or at the time you file the Articles of Organization, and it can be made effective as of the LLC's formation or at a later date the agreement specifies.
Non-members can join it. Holders of financial rights and even the LLC itself may be parties to the operating agreement, which is useful for investor and buy-sell terms.
Writing is not strictly required. Under § 48-249-203, an operating agreement need not be in writing unless the Articles of Organization or a written provision of the operating agreement requires it.

Despite that flexibility, an oral or implied agreement is a recipe for disputes - banks, lenders, courts, and future members will all want to see a signed writing. Throughout this guide, "operating agreement" refers to the document Tennessee's statute authorizes in § 48-249-203, and the definition in Tenn. Code § 48-249-102 confirms it means the agreement described above, whether in a single document or several.

You Never File It With the State

A Tennessee operating agreement is a private, internal document. It is not filed with, or approved by, the Tennessee Secretary of State, and it does not appear in the public record. The only formation document on file is the Articles of Organization (Form SS-4270). This is a common point of confusion: people assume that because the LLC is "registered" with the state, its governing agreement must be too. It is not. You keep the signed operating agreement with your LLC's books and produce it when a bank opens an account, when a lender or investor performs due diligence, or when a court needs to resolve an internal dispute. Because it stays private, the operating agreement is also where owners keep sensitive terms - ownership percentages, buyout formulas, and compensation - out of the public filing.

Why a Tennessee LLC Should Have One Anyway

Even though it is optional, a written operating agreement does several jobs that the default rules of the Revised LLC Act cannot do as well:

Overrides defaults you dislike. The statutory defaults are one-size-fits-all. An operating agreement lets you tailor management structure, voting thresholds, and profit sharing to your business.
Reinforces limited liability. Documenting that the LLC is a separate entity, with its own governance and finances, supports the liability shield that protects members' personal assets - a point that matters most for a single-member LLC.
Prevents and resolves disputes. Clear rules on deadlocks, buyouts, and exits reduce costly litigation between members.
Satisfies third parties. Banks, lenders, landlords, and investors routinely ask to see it before doing business with the LLC or opening accounts.
Controls succession. It specifies what happens when a member dies, withdraws, or wants to sell - questions the statute answers only in a generic way.

What to Include in a Tennessee Operating Agreement

A thorough Tennessee operating agreement typically covers the provisions below. Each either customizes a default rule of the Revised LLC Act or documents a decision the statute leaves to the members. None of these are filed with the state; they live in your internal records.

Provision	What it addresses
Company details	LLC name, principal office, registered agent, purpose, term
Members and interests	Names, membership interests, financial rights, voting rights
Capital contributions	Initial contributions and rules for future contributions
Profits and distributions	How income, losses, and distributions are allocated
Management	Member-managed, manager-managed, or director-managed; authority and duties
Voting	Voting power and approval thresholds for ordinary and major decisions
Transfers	Restrictions on selling or assigning a membership interest
Buy-sell / exit	Withdrawal, death, buyout price, and admission of new members
Dissolution	Events that trigger winding up and how assets are distributed

Member-Managed, Manager-Managed, or Director-Managed

Tennessee is unusual in offering three management structures, set out in Tenn. Code § 48-249-401, and your operating agreement should pick one and spell out how it works. In a member-managed LLC, the owners run day-to-day operations and each generally has authority to act for the company. In a manager-managed LLC, the members appoint one or more managers - who may or may not be members - to run the business, and non-managing members are more like passive investors. Tennessee also recognizes a director-managed (board- managed) structure, in which a board of directors governs the LLC much like a corporation, which larger or investor-backed companies sometimes prefer. The operating agreement should state which structure applies, describe the managers' or directors' powers, cover their appointment and removal, and list the matters that still require member approval. The management choice also affects how you complete related filings and how the LLC presents itself to banks and lenders.

Single-Member vs Multi-Member

A single-member LLC has one owner and is taxed by default as a disregarded entity, reported on the owner's personal return; its operating agreement focuses on documenting the entity's separateness, the member's authority, and succession if the owner dies or becomes incapacitated. A multi-member LLC has two or more owners and is taxed by default as a partnership; it needs far more detail - how decisions are made, how profits are split (which need not match ownership percentages if the agreement says so), how disputes and deadlocks are resolved, and how a member can exit. Multi-member LLCs benefit most from a carefully drafted agreement because the statutory defaults about voting and distributions are the most likely to cause friction. Either type can elect corporate or S-corporation tax treatment with the IRS; for the mechanics, see how to get an EIN and business tax.

Statutory Default Rules (Chapter 249)

When an operating agreement is silent, the Tennessee Revised Limited Liability Company Act (Chapter 249 of Title 48) supplies the answer. Key defaults include: the LLC is member-managed unless the Articles of Organization or operating agreement choose a manager- or director-managed structure; ordinary business decisions turn on the approval of the members as the statute provides; a person becomes a member only with the required consent; and financial rights, allocations, and distributions follow the statutory scheme rather than any custom split. These defaults are reasonable but generic. Because an operating agreement can override most of them, the practical effect of not having one is that you accept every default, sight unseen. Review the statute (linked in Sources) or consult an attorney to decide which defaults you want to change. This is also the moment to align your agreement with your registered agent designation and your ongoing annual report obligations so your records stay consistent.

How to Adopt and Maintain It

Draft the agreement covering the provisions above, tailored to your LLC and its chosen management structure.
Sign - have every member (and each manager or director, if applicable) sign and date it, even though § 48-249-203 does not strictly require a signed writing.
Store the signed original with your LLC records; give each member a copy.
Update it whenever members, ownership, management, or capital change, and re-sign the revised agreement.

Adopt the operating agreement around the time you file Form SS-4270 and get your EIN, so your governance is settled before you open bank accounts, take on partners, or bring in investors. If you later wind the company down, the operating agreement also guides dissolution and how remaining assets are distributed. For a side-by-side with other states, compare Texas and Florida operating agreements.

Frequently Asked Questions

Does Tennessee require an LLC operating agreement?

No. Tennessee law does not require one, but without an operating agreement your LLC is governed entirely by the default rules of Chapter 249 of Title 48, which may not match your intentions.

Do you file a Tennessee operating agreement with the state?

No. It is an internal document never filed with the Secretary of State. Only the Articles of Organization (Form SS-4270) are filed publicly.

Does a Tennessee operating agreement have to be in writing?

Not strictly. Under Tenn. Code § 48-249-203, an operating agreement need not be in writing unless the articles of organization or a written provision of the agreement requires it - but a signed written agreement is strongly recommended.

Does a single-member Tennessee LLC need an operating agreement?

Not legally, but it should have one. It documents entity separateness that supports limited liability, satisfies banks, and controls succession if the sole member dies.

What happens if a Tennessee LLC has no operating agreement?

The Chapter 249 defaults apply: the LLC is member-managed, decisions turn on member approval, and distributions follow the statute. An operating agreement lets you override most of these.

Sources

Tennessee Code - § 48-249-203, Operating agreement (authority; timing; need not be in writing).
Tennessee Code - § 48-249-102, Chapter definitions ("operating agreement" defined).
Tennessee Code - § 48-249-101, Short title and application of chapter (Revised LLC Act scope).
Tennessee Code - § 48-249-401, Management of LLC (member-, manager-, and director-managed structures).
Tennessee Code - § 48-249-202, Articles of organization (required contents of the public filing).
Tennessee Code - § 48-249-109, Registered office and registered agent (agent named in the articles).
Tennessee Secretary of State - Division of Business Services (what is filed vs. kept internally).
Tennessee Secretary of State - Business Services FAQs (Articles of Organization, Form SS-4270).
IRS - Limited Liability Company (LLC) (single- vs multi-member default tax treatment).
IRS - Single-Member LLC (disregarded-entity treatment).
Cornell LII - Operating agreement (Wex) (general legal definition).
Cornell LII - Limited liability company (Wex) (governance overview).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney. Laws and statutory sections change; verify current requirements in the Tennessee Revised Limited Liability Company Act and consider having an attorney draft or review your operating agreement before you rely on it.