# Tenn. Code Ann. § 48-249-105: Ultra vires actions

> Tennessee · Statutes · In force

URL: https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-105

## Section

- **Citation:** Tenn. Code Ann. § 48-249-105
- **Heading:** Ultra vires actions
- **Jurisdiction:** Tennessee
- **Kind:** Statutes
- **Status:** In force
- **Text as of:** August 14, 2026
- **Source:** Compiled text
- **Location:** TN Code / Title 48 / Chapter 249 / Section 48-249-105

## Text

(a) Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act. (b) Challenge of power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or (3) The attorney general and reporter under § 48-249-617 . (c) Derivative action. In a member's proceeding, under subdivision (b)(1), to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable, and if all affected persons are parties to the proceeding, and may award damages for loss suffered by the LLC or another party because of enjoining the unauthorized act. Acts 2005, ch. 286, § 1.
(a) Limit on power to challenge. Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.
(b) Challenge of power. An LLC's power to act may be challenged in a proceeding by: (1) A member against the LLC to enjoin the act; (2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or (3) The attorney general and reporter under § 48-249-617 .
(1) A member against the LLC to enjoin the act;
(2) The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or
(3) The attorney general and reporter under § 48-249-617 .
(c) Derivative action. In a member's proceeding, under subdivision (b)(1), to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable, and if all affected persons are parties to the proceeding, and may award damages for loss suffered by the LLC or another party because of enjoining the unauthorized act.
Acts 2005, ch. 286, § 1.

## Nearby sections

- [Tenn. Code Ann. § 48-249-101 Short title](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-101.md)
- [Tenn. Code Ann. § 48-249-102 Chapter definitions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-102.md)
- [Tenn. Code Ann. § 48-249-103 Notice](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-103.md)
- [Tenn. Code Ann. § 48-249-104 Purposes and powers](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-104.md)
- [Tenn. Code Ann. § 48-249-105 Ultra vires actions](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-105.md)
- [Tenn. Code Ann. § 48-249-106 LLC name](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-106.md)
- [Tenn. Code Ann. § 48-249-107 Reserved name](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-107.md)
- [Tenn. Code Ann. § 48-249-108 Registered name](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-108.md)
- [Tenn. Code Ann. § 48-249-109 Registered office and registered agent](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-109.md)
- [Tenn. Code Ann. § 48-249-110 Change of registered office or registered agent](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-110.md)
- [Tenn. Code Ann. § 48-249-111 Resignation of registered agent](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-111.md)
- [Tenn. Code Ann. § 48-249-112 Service on LLC](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-112.md)
- [Tenn. Code Ann. § 48-249-113 Procedure for service on domestic or foreign LLC by service on secretary of state](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-113.md)
- [Tenn. Code Ann. § 48-249-114 Personal liability](https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-114.md)

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Source: Frix Law Library, https://www.frixlaw.com/law-library/statutes/STATE_TN_T48_C249_S48-249-105. Check the current official text before relying on it. Not legal advice.