Tenn. Code Ann. § 48-246-101: Governing law

Subject to the Constitution of Tennessee:

(1) The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC procured or should have procured a certificate of authority under this chapter; and

(2) Except as provided in § 48-248-501 , a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its organization and the laws of this state.