reglab/housing_qa huggingface dataset:
TN Code § 48-25-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-102. Consequences of Transacting Business Without Authority

  A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.   The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.   A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.   A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required.   An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) shall have been paid.   Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
TN Code § 48-25-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-103. Application for Certificate of Authority

  A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:  The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106;   The name of the state or country under whose law it is incorporated;   Its date of incorporation and period of duration, if other than perpetual;   The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);   The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office;   The names and business addresses, including the zip code, of its current directors and officers; and   A statement that it is a corporation for profit.     The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.   If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing.
TN Code § 48-25-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-104. Amended Certificate of Authority

  A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:  Its corporate name;   The period of its duration; or   The state or country of its incorporation.     The requirements of § 48-25-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
TN Code § 48-25-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-105. Effect of Certificate of Authority

  A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in Chapters 11 27 of this title.   A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by Chapters 11 27 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.   Chapters 11 27 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.   This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the shareholders of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29.
TN Code § 48-25-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-106. Corporate Name of Foreign Corporation

  A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names:  The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101;   An assumed corporate name which meets the requirements of § 48-14-101; or   The corporate name of the foreign corporation with the word “corporation,” “incorporated” or “company,” or the abbreviation “corp.,” “inc.” or “co.” added.     Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from:  The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;   A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103;   The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and   A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee.     A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if:  The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or   The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state.     A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign corporation that is used in this state, if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has:  Merged with the other corporation;   Been formed by reorganization of the other corporation; or   Acquired all or substantially all of the assets, including the corporate name, of the other corporation.     If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104.
TN Code § 48-25-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-107. Registered Office and Registered Agent of Foreign Corporation

 Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:   A registered office that may be the same as any of its places of business; and   A registered agent, who may be:  An individual who resides in this state and whose business office is identical with the registered office;   A domestic corporation or not for profit domestic corporation whose business office is identical with the registered office; or   A foreign corporation or foreign not for profit corporation authorized to transact business in this state whose business office is identical with the registered office.
TN Code § 48-25-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-108. Change of Registered Office or Registered Agent of Foreign Corporation

  A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:  Its name;   If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located;   If the current registered agent is to be changed, the name of its new registered agent; and   That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.     If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile), and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.   Each foreign corporation authorized to transact business in this state shall comply with § 48-15-101(b).
TN Code § 48-25-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-109. Resignation of Registered Agent of Foreign Corporation

  The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement of resignation may include a statement that the registered office is also discontinued.   The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
TN Code § 48-25-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-25-110. Service on Foreign Corporation

  The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.   Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-15-105.   This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
TN Code § 48-25-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 2 - Withdrawal|§ 48-25-201. Withdrawal of Foreign Corporation

  A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.   A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:  The name of the foreign corporation and the name of the state or country under whose law it is incorporated;   That it is not transacting business in this state and that it surrenders its authority to transact business in this state;   That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;   A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (b)(3); and   A commitment to notify the secretary of state in the future of any change in its mailing address.     The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.   The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.   After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).
TN Code § 48-25-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-25-301. Grounds for Revocation

 The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:   The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;   The foreign corporation is without a registered agent or registered office in this state for two (2) months or more;   The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;   The name of the foreign corporation contained in a document filed pursuant to Chapters 11 27 of this title fails to comply with § 48-25-106;   An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing;   The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger;   The foreign corporation is exceeding the authority conferred upon it by this chapter; or   The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment.
TN Code § 48-25-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-25-302. Procedure for and Effect of Revocation

  If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under § 48-25-110, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-25-301(6) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).   If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-25-110, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-25-110, except that the certificate may be sent by first class mail.   The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.   The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-15-105.   Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.   Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof.
TN Code § 48-25-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-25-303. Reinstatement Following Administrative Revocation

  A foreign corporation whose certificate of authority is administratively revoked under § 48-25-302 may apply to the secretary of state for reinstatement. The application must:  Contain a confirmation of good standing relative to such foreign corporation;   Recite the name of the corporation at its date of revocation;   State that the ground or grounds for revocation either did not exist or have been eliminated; and   State a corporate name that satisfies the requirements of § 48-14-101.      If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-15-104.   If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name.     When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred.
TN Code § 48-25-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 25 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-25-304. Appeal From Denial of Reinstatement

  If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a notice that explains the reason or reasons for denial.   The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial.   The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate.   The court's final decision may be appealed as in other civil proceedings.