(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 legal representative, against an incumbent or former governor (if board-managed), manager, employee, or agent of the LLC; or(3) The attorney general and reporter under § 48-245-902.(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 (other than anticipated profits) suffered by the LLC or another party because of enjoining the unauthorized act.Acts 1994, ch. 868, § 1.
Tennessee Legal Code