Amends TCA Title 4; Title 5; Title 7; Title 12; Title 45; Title 47; Title 48; Title 66 and Title 67.

ON APRIL 4, 2022, THE HOUSE ADOPTED AMENDMENT #1 AND PASSED HOUSE BILL 2645, AS AMENDED.<br /> <br /> AMENDMENT #1 rewrites this bill and enacts provisions governing decentralized organizations.<br /> <br /> This amendment provides that the Tennessee Revised Limited Liability Company Act applies to decentralized organizations to the extent not inconsistent with this bill as amended. This amendment provides that a decentralized organization is a limited liability company whose articles of organization contain a statement that the company is a decentralized organization as described below. This amendment authorizes a limited liability company formed under the Tennessee Revised Limited Liability Company Act to convert to a decentralized organization by amending its articles of organization to include the statement described below.<br /> <br /> This amendment requires that certain language appear in the articles of organization of a decentralized organization, which language gives notice that the rights of members in a decentralized organization may differ materially from the rights of members in other limited liability companies and that 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.<br /> <br /> 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.<br /> <br /> This amendment sets out in detail other provisions governing such organizations in regard to:<br /> <br /> (1) Formation. Among other provisions, this amendment provides that a person may form a decentralized organization by having at least one member sign and deliver one original and one exact or conformed copy of the articles of organization to the secretary of state for filing;<br /> <br /> (2) Articles of organization;<br /> <br /> (3) Operating agreement;<br /> <br /> (4) Management;<br /> <br /> (5) Standards of conduct for members;<br /> <br /> (6) Membership interests for member-managed decentralized organizations and voting;<br /> <br /> (7) Right to information;<br /> <br /> (8) Disassociation of members;<br /> <br /> (9) Dissolution; and<br /> <br /> (10) Foreign decentralized organizations. This amendment prohibits the secretary of state from issuing a certificate of authority for a decentralized organization based outside of the United States or its territories.<br />