Limited Liability Company – General – Tennessee
Related Tennessee Legal Forms
In the State of Tennessee a professional limited liability company (PLLC) is controlled generally by those provisions of the TENNESSEE CODE contained in Title 48, Chapters 201-248. There are specific provisions of Chapter 248 which are applicable to professional limited liability companies.
In addition to the statutory provisions applicable to limited liability companies and professional limited liability companies, a PLLC organized to engage in the practice of dentistry is also subject to the rules and regulations of the Tennessee Board of Dentistry.
One or more persons acting as organizers may form a PLLC to engage in the practice of dentistry by delivering to the secretary of state for filing articles of organization stating that as the purpose of the PLLC. The articles must also state that the PLLC has one or more qualified members and that it has no disqualified (unlicensed, either temporarily or permanently) members.
If a PLLC is organized to engage in the practice of dentistry in states other than Tennessee, the PLLC may elect professional PLLC status only as permitted by the licensing boards of the states in which it will operate. The PLLC must file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is NOT providing professional services in Tennessee.
A PLLC organized to engage in the practice of dentistry may render professional services in Tennessee only through individuals licensed or otherwise authorized in Tennessee to render the services. This restriction does not:
1. Require that an individual employed by a PLLC be licensed to perform services for the PLLC if a license is not otherwise required.
2. Prohibit a licensed individual from engaging in the practice of dentistry in the individual’s individual capacity, although the individual is a member, manager, employee or agent of a PLLC; or
3. Prohibit an individual licensed in another state from rendering professional services for a the PLLC in Tennessee, IF THAT IS ALLOWED BY THE LICENSING AUTHORITY.
A PLLC organized to engage in the practice of dentistry may not render any professional service or engage in any business other than the practice of dentistry. A PLLC is not prohibited from investing its funds in real estate, mortgages, securities or any other type of investment.
The name of a domestic PLLC organized to engage in the practice of dentistry:
1. Must contain the words “professional limited company,” “professional limited liability company” or “professional PLLC,” “limited liability professional company” or the abbreviations “P.L.C.,” “P.L.L.C.,” or such abbreviations without punctuation, or “L.L.P.C.”
2. Must not contain the word “corporation” or “incorporated” or an abbreviation of either or both of these words.
3. May not contain language stating or implying that it is organized for a purpose other than that authorized by statute and its articles. A PLLC organized to engage in the practice of dentistry may have persons not licensed to practice dentistry as members ONLY if the appropriate licensing authority specifically authorizes membership of non-licensed individuals.
A member of a PLLC organized to engage in the practice of dentistry may transfer, assign or pledge her/his financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs which are licensed to engage in the practice of dentistry. Any such transfer, except one made by operation of law or court judgment, is void. A member may, however, pledge her/his financial interest to a financial institution as collateral for a loan.
If a PLLC member of a PLLC becomes disqualified to engage in the practice of dentistry, that member is deemed to have resigned and wrongfully withdrawn from the PLLC and has no further interests as a member in the PLLC other than the right to receive any distribution to which that member is entitled under the articles or an operating agreement or applicable law. A disqualified member MUST immediately sever all professional employment and professional relationships with, and financial interests in, the PLLC.
A PLLC’s failure to require compliance with this provision constitutes a ground for the forfeiture of its articles and its dissolution by the secretary of state.
If persons other than qualified persons are permitted by the licensing authority to serve as managers of a PLLC, not less than one half (1/2) of all managers, except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
A PLLC organized to engage in the practice of dentistry may not render professional services in Tennessee until it delivers a certified copy of its articles of organization to each licensing authority with jurisdiction over it.
No statutory provision restricts the jurisdiction of the applicable licensing authority over individuals engaging in the practice of dentistry.
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