Tennessee § 48-241-111 Standard of conduct

Tennessee Statutes

§ 48-241-111 — Standard of conduct

Tennessee § 48-241-111

Title48

This text of Tennessee § 48-241-111 (Standard of conduct) is published on Counsel Stack Legal Research, covering Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Tenn. Code Ann. § 48-241-111 (2026).

Text

(a)General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances.

(b)Reliance Permitted. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:

(1)One (1) or more m

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(a) General. A manager shall discharge the duties of an office in good faith, in a manner the manager reasonably believes to be in the best interests of the LLC, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Notwithstanding anything to the contrary in this section, the articles or operating agreement may define the standard of conduct of the managers in a manner to reflect the understanding of the parties; provided, that such definition is not manifestly unreasonable under the circumstances. (b) Reliance Permitted. In discharging such duties, a manager is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One (1) or more managers or employees of the LLC whom the member reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. (c) Where Reliance not Permitted. A manager is not acting in good faith who has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted. (d) Limitation on Liability. A manager is not liable for any action taken as a manager, or any failure to take any action, if the manager performed the duties of the office in compliance with this section. (e) Effect of Delegation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to § 48-241-110 is considered a manager for purposes of this section.