Tennessee Decentralized Organization Supplement
In force · Effective · Last verified
A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization. The Tennessee Revised Limited Liability Company Act applies to decentralized organizations to the extent not inconsistent with the chapter. Unless the articles of organization or operating agreement provide otherwise, a member has no fiduciary duty to the organization or another member, but is subject to the implied contractual covenant of good faith and fair dealing.
Statutory text behind this summary
-
Official name
The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement
T.C.A. § 48-250-103(c) (notice text), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022
-
Sentence 1
A decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described in subsection (c).
T.C.A. § 48-250-103(a), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022
-
Sentence 2
The Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, applies to decentralized organizations to the extent not inconsistent with this chapter.
T.C.A. § 48-250-102(a), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022
-
Sentence 3
Unless otherwise provided for in the articles of organization or operating agreement, a member of a decentralized organization does not have a fiduciary duty to the organization or another member; except, that the member is subject to the implied contractual covenant of good faith and fair dealing.
T.C.A. § 48-250-109, Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022
Features
Select a feature to see the statutory text it comes from.
| Name must include |
The registered name must include wording or an abbreviation denoting decentralized organization status, specifically "DO", "DAO", "DO LLC.", or "DAO LLC.".
T.C.A. § 48-250-103(d), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
|---|---|
| Management |
Unless the articles of organization or operating agreement provide otherwise, management is vested in the members of a member-managed organization or in the smart contract of a smart contract-managed organization.
T.C.A. § 48-250-108, Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| For profit or nonprofit |
A decentralized organization may form and operate for a lawful purpose, regardless of whether for profit.
T.C.A. § 48-250-104(c), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Smart-contract identifier |
The articles of organization must include a publicly available identifier of a smart contract directly used to manage, facilitate, or operate the decentralized organization.
T.C.A. § 48-250-105(a)(3), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Inactivity dissolution |
One of the events on which a decentralized organization is dissolved is that it failed to approve proposals or take actions for a period of one year.
T.C.A. § 48-250-113(a)(4), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Member and disclosure thresholds |
A person may form a decentralized organization by having at least one member sign and deliver the articles of organization to the secretary of state for filing.
T.C.A. § 48-250-104(a), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Liability (statutory text) |
The Tennessee Revised Limited Liability Company Act applies to decentralized organizations to the extent not inconsistent with the chapter.
T.C.A. § 48-250-102(a), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Tax (statutory text) |
The chapter does not address taxation.The source text does not address this. Checked: T.C.A. §§ 48-250-101 to 48-250-115, Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Government formation fee |
The chapter does not itself state a dollar formation fee.The source text does not address this. Checked: T.C.A. §§ 48-250-101 to 48-250-115, Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
| Government annual fee |
The chapter does not impose an annual report fee.The source text does not address this. Checked: T.C.A. §§ 48-250-101 to 48-250-115, Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022 |
Amendments
None recorded.
Where to file
Tennessee Secretary of State
Legal text behind this section
-
Filing body
deliver one (1) original and one (1) exact or conformed copy of the articles of organization to the secretary of state for filing.
T.C.A. § 48-250-104(a), Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022
Sources
- Public Chapter No. 852 (House Bill 2645), 112th General Assembly, 2022, Tennessee Secretary of State. Retrieved . Archived copy.
- House Bill 2645 (112th General Assembly, 2022), Bill Information and History, Tennessee General Assembly. Retrieved . Archived copy.
From the site operator
MIDAO, which operates this site, publishes a free guide to forming a DAO LLC in the Marshall Islands.
Cite this
daollc.org, "Tennessee Decentralized Organization Supplement," https://www.daollc.org/laws/us-tn/decentralized-organization-supplement/, verified 2026-10-19.