Tenn. Code Ann. § 48-249-901: Governing law

Subject to the Constitution of Tennessee:

(1) The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, 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 part; and

(2) Except as provided in § 48-249-1123 , 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 formation and the laws of this state.