reglab/housing_qa huggingface dataset:
TN Code § 48-1-121 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 1 - Securities|Part 1 - Tennessee Securities Act of 1980|§ 48-1-121. Fraudulent Acts or Devices

  It is unlawful for any person, in connection with the offer, sale or purchase of any security in this state, directly or indirectly, to:  Employ any device, scheme, or artifice to defraud;   Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or   Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.     It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, in this state, to:  Employ any device, scheme, or artifice to defraud the other person;   Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person; or   Take or have custody of any securities or funds of any client except as the commissioner may by rule permit or unless the person is licensed as a broker-dealer under this part.     It is unlawful for any person to make or cause to be made, in any document filed with the commissioner or in any proceeding under this part, any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.   The commissioner may, after notice and opportunity for a hearing under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, impose a civil penalty against any person found to be in violation of this section, or any rule or order adopted or issued under this section, in an amount not to exceed ten thousand dollars ($10,000) per violation, or in an amount not to exceed twenty thousand dollars ($20,000) per violation if an individual who is a designated adult is a victim.
TN Code § 48-1-123 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 1 - Securities|Part 1 - Tennessee Securities Act of 1980|§ 48-1-123. Criminal Prosecution

  Any person who willfully violates any provision of this part or who willfully violates any rule or order under this part commits a Class D felony. No person may be imprisoned for the violation of any rule or order if the person proves that the person had no actual knowledge of the rule or order.   The commissioner may refer such evidence as is available concerning violations of this part or of any rule or order hereunder to the attorney general and reporter, or the district attorney general in the county where the violation was committed, either of whom may, with or without such a reference, institute the appropriate criminal proceedings under this part.   Nothing in this part limits the power of this state to punish any person for any conduct which constitutes a crime by statute or at common law.
TN Code § 48-1-126 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 1 - Securities|Part 1 - Tennessee Securities Act of 1980|§ 48-1-126. Exemptions From Notice Filing and Fee Requirements

 Notwithstanding § 48-1-125(a)(1)(A)(i) and (ii), the following covered securities are exempt from the notice filing and fee requirements set forth in § 48-1-125:   Any covered security sold to an institutional investor, as defined under § 48-1-102;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal securities registration pursuant to § 3(a)(2) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal securities registration pursuant to § 3(a)(3) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal securities registration pursuant to § 3(a)(5) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal securities registration pursuant to § 3(a)(6) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal securities registration pursuant to § 3(a)(7) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is sold in a transaction exempt from federal registration pursuant to § 3(a)(9) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is sold in a transaction exempt from federal registration pursuant to § 3(a)(10) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal registration pursuant to § 3(a)(12) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is exempt from federal registration pursuant to § 3(a)(13) of the Securities Act of 1933;   Any security that is defined to be a covered security pursuant to § 48-1-102 and is determined, by rule or order of the commissioner, that such notice filing is not necessary for the protection of investors;   Any security issued by a unit investment trust that is registered under the federal Investment Company Act of 1940 (15 U.S.C. § 80a-1 et seq.), as amended, if:  The units have been the subject of a previous notice filing and fee under this part and have been sold;   The units are offered or sold by a broker-dealer registered under this part; and   The units are sold by or on behalf of a sponsor or depositor of the unit investment trust or affiliate of the sponsor or depositor; and     Any security that is defined to be a covered security pursuant to § 18(b)(1) of the Securities Act of 1933, or will be such a covered security upon completion of the transaction.
TN Code § 48-1-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 1 - Securities|Part 2 - Miscellaneous Provisions|§ 48-1-201. Participation Certificates in Bonds or Notes Secured by Mortgages on Realty

 Persons issuing and selling participation certificates in bonds or notes secured by mortgages or deeds of trust on land wherever located shall hold legal title to such bonds or notes in trust for the use and benefit of bona fide purchasers of such certificates to the extent of the interests sold to such purchasers, and such certificates and the interests represented thereby shall not be subject to the claims of creditors of the trustee holding legal title.
TN Code § 48-11-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 1 - Short Title and Reservation of Power|§ 48-11-101. Short Title

 Chapters 11 27 of this title shall be known and may be cited as the “Tennessee Business Corporation Act.”
TN Code § 48-11-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 1 - Short Title and Reservation of Power|§ 48-11-102. Reservation of Power to Amend or Repeal

 The general assembly has the power to amend or repeal all or part of Chapters 11 27 of this title at any time, and all domestic and foreign corporations subject to Chapters 11 27 of this title shall be governed by the amendment or repeal.
TN Code § 48-11-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 1 - Short Title and Reservation of Power|§ 48-11-103. Eminent Domain

 Chapters 11 27 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under Chapters 11 27 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under Chapters 11 27 of this title.
TN Code § 48-11-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 1 - Short Title and Reservation of Power|§ 48-11-104. Applicability

 Chapters 11 27 of this title shall apply to every corporation for profit now existing or hereafter formed, and to the outstanding and future securities thereof; provided, that, if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of corporations, then to the extent such provisions are inconsistent with or different from Chapters 11 27 of this title, such provisions shall prevail.
TN Code § 48-11-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 2 - Definitions and Notice|§ 48-11-203. Number of Shareholders

  For purposes of Chapters 11 27 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:  Three (3) or fewer co-owners;   A corporation, partnership, trust, estate, or other entity; and   The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.     For purposes of Chapters 11 27 of this title, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
TN Code § 48-11-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-302. Forms and Filing Methods

  The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.   If the secretary of state so requires, then use of these forms and filing methods is mandatory.
TN Code § 48-11-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-304. Effective Time and Date of Document

  Except as provided in subsection (b) and § 48-11-305(c), a document accepted for filing is effective:  At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and   At the time specified in the document as its effective time on the date it is filed.     A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but not time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, documents specified in § 48-11-303(a)(3)-(7), (15), (16), (20), (21), (25), (31), (33) and (34) may not specify a delayed effective time and date.   The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with Chapters 1 5 and 25 of this title. The secretary of state shall not file any other document under Chapters 11 27 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both.
TN Code § 48-11-305 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-305. Correcting Filed Document

  A domestic or foreign corporation may correct a document filed by the secretary of state if the document:  Contains an incorrect statement; or   Was defectively executed, attested, sealed, verified, or acknowledged.     A document is corrected by:  Preparing articles of correction that:  Describe the document (including its filing date) or attach a copy of it to the articles;   Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and   Correct the incorrect statement or defective execution; and     Delivering the articles to the secretary of state for filing.     Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
TN Code § 48-11-306 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-306. Filing Duty of Secretary of State

  If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.   The secretary of state files a document by stamping or otherwise endorsing “Filed”, together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-15-103, 48-25-109, and 48-26-203, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy “Filed”, together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.   If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal.   The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not:  Affect the validity or invalidity of the document in whole or part;   Relate to the correctness or incorrectness of information contained in the document;   Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or   Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.     Any corporate document that meets the requirements of Chapters 11 27 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
TN Code § 48-11-307 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-307. Appeal From Secretary of State's Refusal to File Document

  If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the secretary of state's refusal to file.   The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.   Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
TN Code § 48-11-308 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-308. Evidentiary Effect of Copy of Filed Document

 A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state’s signature (which may be in facsimile or other electronic format) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
TN Code § 48-11-309 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-309. Certificate of Existence or Authorization

  Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.   A certificate of existence or authorization sets forth:  The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;   That:  The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or   The foreign corporation is authorized to transact business in this state;     That all fees, taxes and penalties owed to this state have been paid, if:  Payment is reflected in the records of the secretary of state or the department of revenue; and   Nonpayment allows:   Administrative dissolution of a domestic corporation; or   Administrative revocation of the certificate of authority of a foreign corporation;       That its most recent annual report required by § 48-26-203 has been filed with the secretary of state;    For a domestic corporation:   That articles of termination of existence have not been filed;   Whether or not articles of dissolution have been filed and remain effective;   Whether or not a certificate of dissolution has been filed and remains effective; and   That a decree of judicial dissolution has not been filed;     For a foreign corporation:   That a certificate of withdrawal has not been filed; and   Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;       That the certificate is effective as of the date of the issuance of the certificate; and   Other facts of record in the office of the secretary of state that may be requested by the applicant.     Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
TN Code § 48-11-310 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 3 - Filing Documents|§ 48-11-310. Penalty for Signing False Document

 A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
TN Code § 48-11-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 4 - Secretary of State|§ 48-11-401. Powers

 The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by Chapters 11 27 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with Chapters 11 27 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
TN Code § 48-11-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 11 - General Provisions|Part 4 - Secretary of State|§ 48-11-402. Deputies of Secretary of State

 An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under Chapters 11 27 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
TN Code § 48-16-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 16 - Shares and Distributions|Part 1 - Shares|§ 48-16-101. Authorized Shares

  The charter must prescribe the number of shares of each class that the corporation is authorized to issue. If more than one (1) class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by § 48-16-102.   The charter must authorize:  One (1) or more classes of shares that together have unlimited voting rights; and   One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.     The charter may authorize one (1) or more classes of shares that:  Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by Chapters 11 27 of this title;   Are redeemable or convertible as specified in the charter:  At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;   For cash, indebtedness, securities, or other property;   In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;     Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;   Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or   Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto.     The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.   Any of the voting rights, preferences, limitations and relative rights of any class or series of shares authorized under this section may be made dependent upon facts ascertainable outside the charter; provided, that the manner in which such facts shall operate upon the voting powers, preferences, limitations and relative rights is set forth in reasonable detail in the charter.