reglab/housing_qa huggingface dataset:
TN Code § 48-247-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-105. 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 § 48-247-101, 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 §§ 48-208-103, and 48-228-203, 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 LLC or its representative in due course. A domestic or foreign LLC or its representative may present to the office of 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 LLC or its representative immediately after the document was received for filing, together with a brief, written explanation of the reason for the 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 in 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 LLC document that meets the requirements of Chapters 201 248 of this title and all applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state.
TN Code § 48-247-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-106. Appeal From Secretary of State's Refusal to File Document

  If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC 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 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 § 48-247-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-107. 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) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
TN Code § 48-247-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-108. Penalty for Signing False Document

  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.   The offense created by this section is in addition to any other offense created by law for the same conduct.
TN Code § 48-247-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-109. Effective Time and Date of Document

  Effective Date.  Except as provided in subsection (b), §§ 48-203-102 and 48-247-104(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 office of 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.     Delayed Effective Date.  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 no 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 with the office of the secretary of state.   Requirement of Registered Agent.  The office of the secretary of state shall not file any articles or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-208-101. The office of the secretary of state shall not file any other document presented by the LLC for filing under Chapters 201 248 of this title if at the time of filing the domestic or foreign LLC does not have a registered agent and registered office designated at such time, unless at the time such document is received for filing the office of the secretary of state also receives for filing a statement designating such registered agent or registered office or both.
TN Code § 48-247-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-110. Penalty for Transacting Business in Tennessee in Violation of Articles

 In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for § 48-247-103(d) it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual filing fee, less the amount actually paid, for each year or part thereof in which it actually does business in Tennessee.
TN Code § 48-247-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-111. 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 § 48-228-203 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 § 48-247-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 2 - Secretary of State|§ 48-247-201. Powers

 The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by Chapters 201 248 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with Chapters 201 248 of this title, 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 LLC has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
TN Code § 48-247-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 2 - Secretary of State|§ 48-247-202. 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 201 248 of this title 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 § 48-248-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 1 - General|§ 48-248-101. Applicability

 Chapters 201 248 of this title apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with this chapter.
TN Code § 48-248-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 1 - General|§ 48-248-102. Chapter Definitions

 As used in this chapter, unless the context otherwise requires:   “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC;   “Domestic professional LLC” means a professional LLC formed under Chapters 201 248 of this title;   “Foreign professional LLC” means a foreign LLC formed for the purpose of rendering professional services under a law other than the law of this state;   “Law” includes rules promulgated in accordance with § 48-248-603;   “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” or “PLLC” means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter;   “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 that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in Chapters 11 27 of this title or by an LLC under Chapters 201 248 of this title; and   “Qualified person” means an individual, general partnership, professional corporation, professional association or PLLC that is eligible under § 48-248-401 to be a member of a PLLC.
TN Code § 48-248-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 1 - General|§ 48-248-103. Formation

  One (1) or more persons acting as organizers may form a PLLC by delivering to the secretary of state for filing articles that also state it is a PLLC; its purpose is to render specified professional services; and a statement that the PLLC has one (1) or more qualified persons as members and no disqualified persons as members.   An LLC organized under a general law of this state whose articles have not been repealed by Chapters 201 248 of this title may elect professional LLC status by amending its articles to comply with subsection (a) and § 48-248-301.
TN Code § 48-248-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 1 - General|§ 48-248-104. Purposes

  Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under § 48-248-103 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.   An LLC may elect professional LLC status under § 48-248-103(b) 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 Chapters 201 248 of this title, 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.   Notwithstanding subsections (a) and (b), if an LLC is formed to provide professional services in states other than Tennessee, such LLC may elect professional LLC status under § 48-248-103 for the purpose of rendering professional service or services as permitted by the licensing boards of the states in which it will operate. Such PLLC shall, nevertheless, be required to file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is not providing professional services in Tennessee.
TN Code § 48-248-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 2 - Powers|§ 48-248-201. Powers

  Except as provided in subsection (b) or otherwise limited by this chapter, a PLLC has the powers enumerated in § 48-212-101.   A PLLC may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the PLLC's articles.
TN Code § 48-248-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 2 - Powers|§ 48-248-202. Rendering of Professional Services

  A domestic or foreign LLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.   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, manager, 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 § 48-248-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 2 - Powers|§ 48-248-203. Professions and Other Business Allowed to Be Rendered

  A PLLC may not render any professional service or engage in any business other than the professional service and business authorized by its articles.   Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
TN Code § 48-248-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 3 - Name|§ 48-248-301. Name

  The name of a domestic PLLC and of a foreign PLLC registered in this state, in addition to satisfying the requirements of Chapters 20 7 and 246 of this title (except the requirement that the name include the words “limited liability company” or “LLC”):  Must contain the words “professional limited company,” “professional limited liability company” or “professional LLC,” “limited liability professional company” or the abbreviations “P.L.C.,” “P.L.L.C.,” or such abbreviations without punctuation, or “L.L.P.C.” except in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the foregoing, the designations allowed by the jurisdiction in which the PLLC was formed or organized;   Must not contain the word “corporation” or “incorporated” or an abbreviation of either or both of these words;   May not contain language stating or implying that it is organized for a purpose other than that authorized by § 48-248-104 and its articles.     Chapters 20 7 and 246 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign PLLC or the name of an individual who was associated with a predecessor of the PLLC.
TN Code § 48-248-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-402. Transfers

  Subject to §§ 48-218-101 and 48-218-102, a member of a PLLC may transfer, assign or pledge such member's financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs qualified under § 48-248-401; provided, that nothing in this section shall be construed as prohibiting such a member from pledging the financial rights of that member's membership interest to a financial institution as collateral for a loan.   A transfer, assignment or pledge of the financial rights, governance rights or membership interests made in violation of subsection (a), except one made by operation of law or court judgment, is void.
TN Code § 48-248-403 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-403. Disqualification of Members

 If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than the right to receive any distribution to which such member may be entitled under the articles or an operating agreement or § 48-216-101(d). If any member, manager, agent or employee of a PLLC organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this state, that member, manager, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that PLLC. A PLLC's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles and its dissolution by the secretary of state or, in the case of a foreign professional PLLC, for the revocation of its certificate of authority in this state.
TN Code § 48-248-404 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-404. Managers

 If persons other than qualified persons are permitted by the licensing authority to serve as governors, if any, or managers of a PLLC, not less than one half (½) of the governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
TN Code § 48-248-405 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-405. Privilege

 A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this chapter. The privilege applies to a domestic or foreign PLLC and to its members and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
TN Code § 48-248-406 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-406. Liability

  Each individual who renders professional services as a member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial interests, governors, managers, employees or agents of the PLLC unless such person is also at fault.   A domestic or foreign PLLC whose members, governors, managers, employees or other agents perform professional services within the scope of their employment or of their apparent authority to act for the PLLC is liable to the same extent as such members, governors, managers, employees or other agents.   Except as otherwise provided by this chapter, the personal liability of a member, holder of financial interests, governor, manager, employee or other agent of a domestic or foreign PLLC is no greater in any respect than the liability of a member, holder of financial interests, governor, manager, employee or other agent of an LLC organized under Chapters 201 248 of this title.
TN Code § 48-248-407 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 248 - Professional Limited Liability Companies|Part 4 - Eligible Members, Transfers, Etc|§ 48-248-407. Mergers

  A PLLC may merge with or into any other business entity permitted to render the professional services of the PLLC in this state in the same manner and to the same extent as LLCs under chapter 244, part 1 of this title.   If the surviving business entity is an LLC and is to render professional services in this state, it must comply with this chapter.