reglab/housing_qa huggingface dataset:
TN Code § 48-249-1002 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1002. Applicability — Savings Clause

  Effective date; Savings clause.  This chapter applies to:  Every domestic LLC formed on or after January 1, 2006;   Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and   The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B).     If there are other specific statutory provisions that 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 LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail.     Voluntary election by pre-2006 LLCs.  On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement “This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act,” or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC.   Governance of pre-2006 LLCs.  Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title.   Foreign LLCs.  This chapter applies to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority.   Pre-2006 proceeding preserved.  This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act.
TN Code § 48-249-1003 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1003. Llc Tax Classification

 For purposes of all state and local Tennessee taxes, a domestic or foreign LLC shall be treated as a partnership or an association taxable as a corporation, as such classification is determined for federal income tax purposes. The members, and any other equity owners of a foreign LLC treated as a partnership, are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a foreign partnership. The members and holders of financial rights of a domestic LLC are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a domestic partnership.
TN Code § 48-249-1004 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1004. Governing Law

  Liability of members and others.  The liability of a member, holder of financial rights, director, manager, officer, employee, or agent of an LLC formed and existing under this chapter shall at all times be governed by this chapter and the laws of this state.   Conflict with other law.  If a conflict arises between the laws of this state and the laws of any other jurisdiction, with regard to the liability of a member, holder of financial rights, director, manager, officer, employee or agent of an LLC for the debts, obligations and liabilities of the LLC, or for the acts or omissions of another member, holder of financial rights, director, manager, officer, employee or agent of the LLC, this chapter and the laws of this state shall govern in determining such liability.
TN Code § 48-249-1006 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1006. Forms and Filing Methods for Annual Report and Other Documents

  Annual report.  The secretary of state may prescribe a form and filing method for the annual report. If the secretary of state prescribes a form or filing method for the annual report, then the use of the prescribed form or filing method for the annual report is mandatory.   Other forms.  The secretary of state may prescribe forms and filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter. If the secretary of state prescribes forms or filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter, then the secretary of state must furnish access to those forms and filing methods on request.
TN Code § 48-249-1008 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1008. Correcting Filed Document

  When permitted.  A domestic or foreign LLC, or other person required or permitted by this chapter to file a document, may correct a document filed with the secretary of state, if the document:  Contains an incorrect statement; or   Was defectively executed, attested, sealed, certified, or acknowledged.     Articles of Correction.  A document is corrected:  By preparing articles of correction that:  Describe the document, including its filing date, or have attached to the articles of correction a copy of the document;   Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and   Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and     By filing the articles of correction with the secretary of state.     When effective.  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 § 48-249-1010 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1010. Appeal From Secretary of State's Refusal to Complete the Filing of a Document

  Appeal.  If the secretary of state refuses to complete the filing of a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC or other person that delivered the document for filing may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the secretary of state's explanation of the reason for the refusal to complete the filing of the document.   Court-ordered filing.  The court may summarily order the secretary of state to file the document or may take other action the court considers appropriate.   Appeal of court decision.  The court's final decision may be appealed as in other civil proceedings.   Standard of review.  Any judicial review of the secretary of state's refusal to complete the filing of a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
TN Code § 48-249-1011 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1011. Evidentiary Effect of Copy of Filed Document

 A certificate attached or certification affixed to a copy of a document filed with the secretary of state, bearing the secretary of state's signature, which may be in facsimile, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
TN Code § 48-249-1012 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1012. Penalty for Signing False Document

  Fine.  A person commits a Class B misdemeanor, punishable by a fine, not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing.   Nonexclusivity.  The offense created by this section is in addition to any other offense created by law for the same conduct.
TN Code § 48-249-1013 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1013. Effective Time and Date of Document

  General.  Except as provided in subsection (b) and §§ 48-101-808, 48-249-201, 48-249-702, 48-249-703, 48-249-704, and 48-249-1008(c), a document accepted for filing is effective:  At the time of filing on the date it is filed with the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; or   At the time specified in the document as its effective time on the date it is filed with the secretary of state.     Delayed effectiveness.  A document may specify a delayed effective time or date. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but does not specify a delayed effective time, the document is effective at the close of business on the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the secretary of state, except in the case of a certificate of merger filed under § 48-249-702, or a certificate of conversion and the accompanying articles of organization or other formational document, as applicable, filed under §§ 48-101-808, 48-249-703, or 48-249-704. Notwithstanding this subsection (b), documents specified in § 48-249-1007(a)(2), (4), (6), (7), (8), (14), (19), (20), (24), (30) and (33) may not specify a delayed effective time or date.   Requirement for registered agent and office.  The secretary of state shall not complete the filing of any articles of organization of a domestic LLC, or application for a certificate of authority of a foreign LLC, unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-249-109. The secretary of state shall not complete the filing of any other document delivered by a domestic or foreign LLC for filing under this chapter if the domestic or foreign LLC does not have a registered agent and registered office designated at the time the document is delivered for filing, unless, at the time the document is received for filing, the secretary of state also receives for filing a statement designating such registered agent or registered office or both, as applicable.
TN Code § 48-249-1014 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1014. Penalty for Transacting Business in Tennessee in Violation of Articles

 In the event an LLC is prohibited from transacting business in this state by its articles but actually transacts business in this state, and, but for § 48-249-1007(d), the LLC would have paid a larger initial or annual filing fee under § 48-249-1007(d), the LLC shall be fined an amount equal to three (3) times the initial or annual filing fee, less the amount actually paid, for each year, or part of each year, in which it actually transacts business in this state.
TN Code § 48-249-1015 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1015. Powers

 The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter, including, but not limited to, the power to promulgate necessary and appropriate rules and regulations consistent with this chapter and the power to destroy any records in the secretary of state's office concerning a domestic or foreign LLC ten (10) years after such domestic or foreign LLC has terminated, withdrawn from this state or had its certificate of authority revoked.
TN Code § 48-249-1016 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1016. 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 this chapter is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy.
TN Code § 48-249-1018 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1018. Construction

 No strict construction.  The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
TN Code § 48-249-1019 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 10 - Miscellaneous|§ 48-249-1019. Certificate of Existence

  Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.   A certificate of existence or authorization sets forth:  The domestic LLC's name or the foreign LLC's name used in this state;   That:  The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or   The foreign LLC 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 LLC; or   Administrative revocation of the certificate of authority of a foreign LLC;       That its most recent annual report required by § 48-249-1017 has been filed with the secretary of state;    For a domestic LLC:   That articles of termination have not been filed and a decree of termination has not been filed; and   Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;     For a foreign LLC:   That a certificate of cancellation of certificate of authority 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 of existence or authorization 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 qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.
TN Code § 48-249-1101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1101. Applicability

 Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part.
TN Code § 48-249-1102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1102. Part Definitions

 As used in this part, unless the context otherwise requires:   “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC;   “Foreign professional LLC,” “foreign PLLC” or a PLLC that is otherwise designated as “foreign” means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state;   “Law” includes rules promulgated in accordance with §§ 48-249-1109 and 48-249-1129;   “Licensing authority” means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;   “Professional LLC,” “PLLC,” “domestic professional LLC,” “domestic PLLC” or a professional LLC or PLLC that is otherwise designated as “domestic,” means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in Chapters 201 248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act;   “Professional service” means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service; and   “Qualified person” means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under § 48-249-1109.
TN Code § 48-249-1103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1103. Formation and Election

  Formation.  One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including § 48-249-1108, and that also state that:  It is a PLLC;   Its purpose is to render specified professional services; and   The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders.     Election.  An LLC may elect professional LLC status by amending its articles to comply with subsection (a).
TN Code § 48-249-1104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1104. Purposes

  Single profession.  Except to the extent authorized by subsection (b) and § 48-249-1109, a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.   Multiple professions.  A PLLC may be formed, and professional LLC status of an LLC may be elected, for the purpose of rendering professional services within two (2) or more professions and for the purpose of engaging in any lawful business authorized by this chapter, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.   Other states.  Notwithstanding subsections (a) and (b), if a PLLC is formed, or professional LLC status of an LLC is elected, to provide professional services in states other than this state, such PLLC may be formed, or professional LLC status of such LLC may be elected, for the purpose of rendering professional services permitted by the licensing boards of the other states in which it will operate. Such PLLC, or LLC for which professional LLC status has been elected, shall, nevertheless, be required to file reports and other information, as may be required by the applicable licensing authorities of this state, to establish or confirm that such PLLC, or LLC for which professional LLC status has been elected, is not providing unauthorized professional services in this state.
TN Code § 48-249-1105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1105. Power

  General powers.  Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in § 48-249-104.   Other professional entities.  A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a PLLC, professional corporation, partnership, joint venture, trust or other entity, only if the other entity is engaged solely in rendering professional services, or in carrying on business authorized by the PLLC's articles.
TN Code § 48-249-1106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1106. Rendering of Professional Services

  Licensed individuals.  A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.   Nonapplicability.  Subsection (a) does not:  Require an individual employed by a PLLC to be licensed to perform services for the PLLC, if a license is not otherwise required;   Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, holder of financial rights, manager, director, officer, employee or agent of a domestic or foreign PLLC; or   Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
TN Code § 48-249-1107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 249 - Tennessee Revised Limited Liability Company Act|Part 11 - Professional Limited Liability Companies|§ 48-249-1107. Professions and Other Business Allowed to Be Rendered

  Limitation by articles.  A PLLC may not render any professional service, or engage in any business, other than the professional service and business authorized by its articles.   Other investments.  Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.