Section 48-250-103 - Decentralized organization status(a) 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).(b) A limited liability company formed under the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title, may convert to a decentralized organization by amending its articles of organization to include the statement described in subsection (c).(c) A statement in substantially the following form must appear conspicuously in the articles of organization of a decentralized organization: NOTICE OF RESTRICTIONS ON DUTIES AND TRANSFERS
The rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies. The Tennessee Decentralized Organization Supplement, underlying smart contracts, articles of organization, and operating agreement, if applicable, of a decentralized organization may define, reduce, or eliminate fiduciary duties and may restrict the withdrawal or resignation from the decentralized organization, or the transfer of ownership interests, return of capital contributions, or dissolution of the decentralized organization.
(d) The registered name for a decentralized organization must include wording or abbreviation to denote its status as a decentralized organization, specifically "DO", "DAO", "DO LLC.", or "DAO LLC.".(e) A statement in the articles of organization may define the decentralized organization as either a member-managed decentralized organization or a smart contract-managed decentralized organization. If the type of decentralized organization is not provided for in the articles of organization, then the limited liability company is presumed to be a member-managed decentralized organization.Added by 2022 Tenn. Acts, ch. 852, s 1, eff. 4/20/2022.