Last amended July 1, 2025 · Last verified July 2, 2026
In one sentenceRule 23 lets one or more class members sue or be sued as representatives of an entire class once numerosity, commonality, typicality, and adequacy of representation are shown, sorts certifiable classes into three categories with different notice and opt-out consequences, and requires court approval and class notice before a certified class action can be dismissed or settled.
23.01Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if: (1) the class is so numerous that joinder of all members is impracticable; (2) there are questions of law or fact common to the class; (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class; and
(4) the representative parties will fairly and adequately protect the interest of the class.
23.02Class Actions Maintainable. An action may be maintainable as a class action if the prerequisites of 23.01 are satisfied, and in addition:
1The prosecution of separate actions by or against individual members of the class would create a risk of
aInconsistent or varying adjudications with respect to individual members of the class which would establish incompatible standards of conduct for a party opposing the class, or
bAdjudications with respect to individual members of the class which would as a practical matter be dispositive of the interests of the other members not parties to the adjudications or would substantially impair or impede their ability to protect their interest; or
2The party opposing the class has acted or refused to act on grounds generally applicable to the class, thereby making appropriate final injunctive relief or corresponding declaratory relief with respect to the class as a whole; or
3The court finds that the question of law or fact common to the members of the class predominate over any questions affecting only individual members, and that a class action is superior to other available methods for the fair and efficient adjudication of the controversy. The matters pertinent to the findings include: (a) the interest of members of the class in individually controlling the prosecution or defense of separate actions; (b) the extent and nature of any litigation concerning the controversy already commenced by or against members of the class; (c) the desirability or undesirability of concentrating the litigation of the claims in the particular forum; (d) the difficulties likely to be encountered in the management of a class action.
23.03Determination by Order Whether Class Action to Be Maintained -- Notice, Judgment -- Actions Conducted.
1As soon as practicable after the commencement of an action brought as a class action, but never in a hearing without all representative plaintiffs and all defendants having been given an opportunity to be present, the court shall determine by order whether the action is to be so maintained. An order under this section may be conditional and may be altered or amended before the decision on the merits.
2In any class action maintained under Rule 23.02 (3), the court shall direct to the members of the class the best notice practicable under the circumstances, including publication when appropriate or individual notice to all members who can be identified through reasonable effort. The notice shall advise each member that (a) the court will exclude the member from the class if the member so requests by a specified date; (b) the judgment, whether favorable or not, will include all members who do not request exclusion; and (c) any member who does not request exclusion may, if the member desires, enter an appearance.
3The judgment in an action maintained as a class action under Rule 23.02 (1) or Rule 23.02 (2), whether or not favorable to the class, shall include and describe those whom the court finds to be members of the class. The judgment in an action maintained as a class action under Rule 23.02 (3), whether or not favorable to the class, shall include and specify or describe those to whom the notice provided in Rule 23.03 (2) was directed, and who have not requested exclusion, and whom the court finds to be members of the class.
4When appropriate (a) an action may be brought or maintained as a class action with respect to particular issues, or (b) a class may be divided into subclasses and each subclass treated as a class, and the provisions of this rule shall then be construed and applied accordingly.
23.04Orders in Conduct of Actions. In the conduct of actions to which this rule applies, the court may make appropriate orders: (1) determining the course of proceedings or prescribing measures to prevent undue repetition or complication in the presentation of evidence or argument; (2) requiring, for the protection of the members of the class or otherwise for the fair conduct of the action, that notice be given in such manner as the court may direct to some or all of the members of any step in the action, or of the proposed extent of the judgment, or the opportunity of members to signify whether they consider the representation fair and adequate, to intervene and present claims or defenses, or otherwise come into the action; (3) imposing conditions on the representative parties or on intervenors; (4) requiring that the pleadings be amended to eliminate therefrom allegations as to representation of absent persons, and that the action proceed accordingly; (5) dealing with similar procedural matters. The orders may be combined with an order under Rule 16, and may be altered or amended as may be desirable from time to time.
23.05Dismissal or Compromise. A certified class action shall not be voluntarily dismissed or compromised without approval of the court, and notice of the proposed dismissal or compromise shall be given to all members of the class in such manner as the court directs. If attorney fees are sought as part of a compromise, a motion for fees must be filed and served on all parties and, for motions by class counsel, directed to class members in a reasonable manner. A class member, or a party from whom payment is sought, may object to the motion.
23.06Derivative Actions by Shareholders. In a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege that the plaintiff was a shareholder or member at the time of the transaction of which the plaintiff complains or that the plaintiff's share of membership thereafter devolved on the plaintiff by operation of law. The complaint shall also allege with particularity the efforts, if any, made by the plaintiff to obtain the action desired from the directors or comparable authority and, if necessary, from the shareholders, or members, and the reasons for the plaintiff's failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be voluntarily dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.
23.07Actions Relating to Unincorporated Associations. An action brought by or against the members of an unincorporated association as a class by naming certain members as representative parties may be maintained only if it appears that the representative parties will fairly and adequately protect the interests of the association and its members. In the conduct of the action the court may make appropriate orders corresponding with those described in Rule 23.04, and the procedure for dismissal or compromise of the action shall correspond with that provided in Rule 23.05.
23.08Disposition of Residual Funds. Any order entering a judgment or approving a proposed compromise of a class action certified under this rule may provide for the disbursement of residual funds. Residual funds are funds that remain after the payment of all approved: class member claims, expenses, litigation costs, attorneys' fees, and other court-approved disbursements to implement the relief granted. Nothing in this rule is intended to limit the parties to a class action from suggesting, or the trial court from approving, a settlement or order entering a judgment that does not create residual funds. It shall be within the discretion of the court to approve the timing and method of distribution of residual funds and to approve the recipient(s) of residual funds. Residual funds shall be distributed to one or more entities for purposes that have a direct or indirect relationship to the objective of the underlying litigation or otherwise promote the substantive or procedural interests of members of the certified class, or to the Administrative Office of the Courts to support activities and programs that promote access to the civil justice system for low income residents of Tennessee. Upon motion of any party to a settlement or judgment of a class action certified under this rule or upon the court's own initiative, orders may be entered after an approved settlement or judgment to address the disposition and disbursement of residual funds in a manner consistent with this rule.
Advisory Commission Comments
Advisory Commission Comments.
Rule 23 makes the class action available in all fields of civil litigation. The court is required to make an affirmative determination as to whether or not a class action is proper in any given set of circumstances; this determination is subject to alteration at any time prior to judgment on the merits. Criteria governing the court's determination are spelled out in detail. The rule seeks to secure to the courts and litigants the advantages of the class action while clothing the court with power to protect all members of the class against a miscarriage of justice.
23.06: Tenn. Code Ann. § 48-718 [repealed] contains the provisions of the General Corporation Act relating to shareholders' derivative suits. Rule 23.06 does not conflict with the provisions of Tenn. Code Ann. § 48-718 [repealed] and will not repeal any of its provisions. The Rule adds a provision, not found in the statute, requiring that the complaint contain an allegation that plaintiff is a holder of shares at the time of bringing the suit, but the Rule does not change the requirement that the plaintiff actually be a shareholder as of that time. The Rule adds a requirement that the complaint set out the reasons that plaintiff's efforts to obtain desired action from the directors or comparable authority were unsuccessful. The Rule adds a provision that the derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated.
Advisory Commission Comments [2004].
The amendment to Rule 23.03(1) abolishes ex parte class action certifications.
Advisory Commission Comments [2006].
The second and third sentences of Rule 23.05 are new. Objections can be made to attorney fees sought as part of a settlement.
Advisory Commission Comments [2007].
T.C.A. § 27-1-125 gives the Court of Appeals discretion to permit an appeal of a trial court's grant or denial of class action certification. Permission from the trial court is unnecessary
Advisory Commission Comments [2009].
The Tennessee Voluntary Fund for Indigent Civil Representation is established in Tenn. Code Ann. § 16-3-821.
Advisory Commission Comments [2025].
The prior rule allowed complete discretion to use residual funds for any purpose whatsoever, with only a notation that use for indigent representation was permitted. The prevailing view among legal scholars and courts is that use of residual funds should target some combination of programs that advance the class members' interests and/or programs that advance access to justice for indigent citizens. Some jurisdictions direct that residual funds should be used exclusively for the interests of the class members and only for indigent representation purposes if advancing the class members' interests is not feasible. See generally Me. R. Civ. P. 23(f)(2). Many jurisdictions direct that a prescribed percentage of the funds should be used to provide legal help to indigent persons, with the remainder paid to organizations that reflect the class's interests. See generally S.C. R. Civ. P. 23(e)(2) (minimum 50% to access to civil justice activities or programs).
Amendment History
Added by order entered January 8, 2009, effective July 1, 2009.
amended by order filed December 16, 2024, effective July 1, 2025.
Plain-English Summary
Rule 23.01 sets four prerequisites before any class action can go forward: the class must be so numerous that joining every member individually would be impracticable; there must be questions of law or fact common to the class; the claims or defenses of the representative parties must be typical of the class; and the representatives must be able to adequately protect the class's interests. These four requirements work as threshold screens, and courts also expect a class to be defined precisely enough that its membership can readily be identified, and expect the named representatives to have a valid claim of their own rather than borrowed standing to serve as a stand-in for others.
Rule 23.02 identifies three kinds of maintainable class actions once those prerequisites are met, and the category a class fits into carries real consequences. Under the first, separate individual lawsuits would create a risk of inconsistent adjudications that establish incompatible standards of conduct for the party opposing the class, or would as a practical matter be dispositive of interests belonging to class members who are not parties. Under the second, the party opposing the class has acted on grounds generally applicable to the whole class, making classwide injunctive or declaratory relief appropriate. Under the third — generally the broadest category and the one most often used for damages claims — common questions predominate over questions affecting only individual members, and a class action is superior to other methods of resolving the controversy. Only this third category requires the court to direct notice to the class and to give members a chance to opt out.
Rule 23.03 requires the court to decide, as soon as practicable and never through an ex parte hearing, whether an action can proceed as a class action, and that determination can later be altered or amended. Rule 23.04 lets the court manage the case with orders addressing notice, the conditions placed on representative parties or intervenors, and similar procedural matters. Rule 23.05 requires court approval and notice to the class before a certified class action can be voluntarily dismissed or compromised, and it requires a formal motion, with notice to class members, whenever attorney fees are sought as part of a settlement — protections meant to guard against a settlement that serves class counsel more than the class.
Rule 23.06 sets separate requirements for a shareholder derivative action, including a verified complaint, proof that the plaintiff held shares at the time of the challenged transaction, and a detailed account of the efforts made — or the reasons none were made — to get the corporation's own directors or shareholders to pursue the claim first. Rule 23.07 extends comparable protections to actions brought by or against the members of an unincorporated association through representative parties. Rule 23.08 gives the court discretion over how to distribute any residual funds left over after a class settlement or judgment pays out approved claims, expenses, and fees, directing that leftover money toward purposes connected to the litigation or toward supporting access to the civil justice system for low-income Tennesseans.
Frequently Asked Questions
What has to be shown before a lawsuit can proceed as a class action?
Rule 23.01 requires numerosity (the class is too large for practical joinder), commonality (shared questions of law or fact), typicality (the representatives' claims are typical of the class), and adequacy (the representatives will adequately protect the class's interests).
Do all class members get notice and a chance to opt out?
Not always. Rule 23.03 requires notice and an opt-out opportunity only for a class certified under the third category in Rule 23.02 — where common questions predominate and a class action is superior to other methods. Classes certified under the first two categories do not carry that same notice and opt-out requirement.
Can a certified class action be settled without court involvement?
No. Rule 23.05 requires court approval before a certified class action can be voluntarily dismissed or compromised, along with notice to the class, and a separate motion process when attorney fees are sought as part of the settlement.
Source & verification. The rule text and Advisory Commission Comments are reproduced verbatim from the
official Tennessee Rules of Civil Procedure (Tenn. R. Civ. P. 23). Prescribed by the Supreme Court of Tennessee (Tenn. Code Ann. §§ 16-3-402 to 16-3-407, 16-3-601). The plain-English summary is original and written by us. Last verified July 2, 2026. ·
Official source
Also known as:class certificationclass action prerequisitesderivative actionopt-out class
Advisory Commission Comments.
Rule 23 makes the class action available in all fields of civil litigation. The court is required to make an affirmative determination as to whether or not a class action is proper in any given set of circumstances; this determination is subject to alteration at any time prior to judgment on the merits. Criteria governing the court's determination are spelled out in detail. The rule seeks to secure to the courts and litigants the advantages of the class action while clothing the court with power to protect all members of the class against a miscarriage of justice.
23.06: Tenn. Code Ann. § 48-718 [repealed] contains the provisions of the General Corporation Act relating to shareholders' derivative suits. Rule 23.06 does not conflict with the provisions of Tenn. Code Ann. § 48-718 [repealed] and will not repeal any of its provisions. The Rule adds a provision, not found in the statute, requiring that the complaint contain an allegation that plaintiff is a holder of shares at the time of bringing the suit, but the Rule does not change the requirement that the plaintiff actually be a shareholder as of that time. The Rule adds a requirement that the complaint set out the reasons that plaintiff's efforts to obtain desired action from the directors or comparable authority were unsuccessful. The Rule adds a provision that the derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated.