reglab/housing_qa huggingface dataset:
TN Code § 48-65-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-101. Authority to Transact Business Required

  A foreign corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.   The following activities, among others, do not constitute transacting business within the meaning of subsection (a):  Maintaining, defending, or settling any proceeding, claim, or dispute;   Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or appointing and maintaining trustees or depositories with respect to those securities;   Selling through independent contractors;   Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;   Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;   Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;   Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state;   Conducting an isolated transaction that is completed within one (1) month that is not one in the course of repeated transactions of a like nature; and   Transacting business in interstate commerce.     The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.
TN Code § 48-65-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-102. 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 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 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 § 48-65-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-103. 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 § 48-65-106;   The name of the state or the 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, 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;   Whether the foreign corporation has members;   A statement that the corporation is not for-profit; and   Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation.     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 application shall not be issued by the secretary of state until the foreign corporation submits a confirmation of good standing relative to such foreign corporation.
TN Code § 48-65-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-104. 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 § 48-65-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
TN Code § 48-65-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-105. 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 51 68 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 51 68 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 51 68 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 members of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29, part 1.
TN Code § 48-65-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-107. Registered Office and Registered Agent of Foreign Corporation

 Each foreign corporation authorized to transact business in this state must continuously maintain in this state:   A registered office that may be the same as its place of business; and   A registered agent, who may be:  An individual who resides in this state and whose office is identical with the registered office;   A domestic for-profit or nonprofit corporation whose office is identical with the registered office; or   A foreign for-profit or nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office.
TN Code § 48-65-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-108. 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 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 § 48-55-101(b).
TN Code § 48-65-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-109. Resignation of Registered Agent of Foreign Corporation

  A registered agent 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 may include a statement that the registered office is also discontinued.   The agency 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 § 48-65-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 1 - Certificate of Authority|§ 48-65-110. 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 § 48-55-105.   This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
TN Code § 48-65-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 2 - Withdrawal|§ 48-65-201. 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 the 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 § 48-65-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-65-301. Grounds for Revocation

 The secretary of state may commence a proceeding under § 48-65-302 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 § 48-65-108 or § 48-65-109 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;   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;   The name of a foreign corporation contained in a document filed after January 1, 1988, fails to comply with provisions of § 48-65-106; 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 § 48-65-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-65-302. Procedures for and Effect of Revocation

  If the secretary of state determines that one (1) or more grounds exist under § 48-65-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with written notice of the secretary of state's determination under § 48-65-110, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-65-301(5) 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 § 48-65-110, 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 § 48-65-110, 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 as 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 § 48-55-105.   Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
TN Code § 48-65-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-65-303. Reinstatement Following Administrative Revocation

  A foreign corporation whose certificate of authority is administratively revoked under § 48-65-302 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 § 48-54-101.      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 this determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-55-104.   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 § 48-65-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-65-304. 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 §§ 48-55-104 and 48-55-105 with a written communication 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.
TN Code § 48-65-305 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 65 - Foreign Corporations|Part 3 - Revocation of Certificate of Authority|§ 48-65-305. Certificate of Withdrawal Following Administrative Revocation

  When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. 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 (a)(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 following administrative revocation 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 (a).