reglab/housing_qa huggingface dataset:
TN Code § 48-246-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 1 - General|§ 48-246-102. Activities Not Constituting Transacting Business

  The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter or § 48-247-110:  Maintaining, defending, or settling any proceeding, claim, or dispute;   Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs;   Maintaining bank accounts;   Maintaining offices or agencies for the transfer, exchange, and registration of the foreign LLC's own 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 representatives 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 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 and that is not one in the course of repeated transactions of a like nature; or   Transacting business in interstate commerce.     An organization formed or organized under the laws of any foreign jurisdiction or the laws of any jurisdiction other than the state of Tennessee shall not be deemed to be doing business in Tennessee for purposes of obtaining a certificate of authority to do business solely by reason of its being or acting in its capacity as a member of a foreign or domestic LLC.   The list of activities in subsection (a) is not exhaustive, and is applicable solely to determine whether a foreign LLC must procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state or to regulation under any other law of this state.
TN Code § 48-246-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 2 - Name|§ 48-246-201. Name

  A foreign LLC name must meet the requirements of § 48-207-101.   A foreign LLC may apply to the office of the secretary of state under § 48-207-101 to utilize a nondistinguishable name.   A foreign LLC may elect to adopt an assumed name under § 48-207-101 and to renew such assumed name.   A foreign LLC may, pursuant to § 48-207-101, cancel an assumed name.   A foreign LLC may, pursuant to § 48-207-102, reserve a name, renew a reserved name and transfer or cancel a reserved name.   A foreign LLC may obtain and retain a registered name by complying with § 48-207-103.
TN Code § 48-246-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 3 - Certificate of Authority|§ 48-246-301. Application for Certificate of Authority

  Before doing business in this state, a foreign LLC shall obtain a certificate of authority. An applicant for the certificate shall file with the office of the secretary of state an original copy of the application executed by the foreign LLC and setting forth:  The name of the foreign LLC;   The jurisdiction and date of its organization;   The street address, including zip code, of its registered office in this state and the name of its registered agent at that office;   The street address, including zip code, of the office required to be maintained in the jurisdiction of its organization by the laws of that jurisdiction or, if not so required, of the principal executive office of the foreign LLC or its equivalent; and   The number of members of the LLC at the date of filing the application for the certificate of authority.     The foreign LLC shall deliver with the completed application a certificate of existence (or document of similar import) duly authenticated by the secretary of state or other official having custody of LLC records in the jurisdiction of its organization. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.
TN Code § 48-246-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 3 - Certificate of Authority|§ 48-246-302. Certificate of Authority

  If a document delivered to the office of the secretary of state conforms to the requirement of § 48-246-301(a) and all fees have been paid, the secretary of state shall:  Endorse on the application the word “Filed” and the date and time of the filing of it;   File the original of the application; and   Return the original of the application, together with the filing fee receipt, to the person who filed it and such document shall constitute a certificate of authority issued by the secretary of state.     The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document, accompanied by the payment of the requisite fee.   If the secretary of state determines upon application that a foreign LLC 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 relative to such foreign LLC.
TN Code § 48-246-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 3 - Certificate of Authority|§ 48-246-303. Amendments to the Certificate of Authority

 If any statement in the application for a certificate of authority by a foreign LLC was false when made or any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file with the secretary of state an application for amendment to the certificate of authority, executed by an authorized person correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-246-301. The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-246-302 for a certificate of authority.
TN Code § 48-246-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 4 - Cancellation of Certificate of Authority|§ 48-246-401. Cancellation of Certificate of Authority

  A foreign LLC may cancel its certificate of authority by filing with the secretary of state a certificate of cancellation of authority executed by the foreign LLC, setting forth:  The name of the foreign LLC, and, if different, the name under which it does business in Tennessee;   The name of the jurisdiction under whose law it was organized;   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 the 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)(4); and   A commitment to notify the secretary of state in the future of any change in mailing address.     The secretary of state shall file the certificate of cancellation of authority if the secretary of state finds that the certificate of cancellation of authority:  Complies with subsection (a); and   Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.     When the cancellation of certificate of authority has been filed in accordance with subsection (b), the certificate of authority of the foreign LLC is cancelled. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(5).
TN Code § 48-246-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 5 - Revocation of Certificate of Authority|§ 48-246-501. Revocation of Certificate of Authority

 The secretary of state may commence a proceeding under § 48-246-502 to revoke the certificate of authority of a foreign LLC authorized to transact business in this state if:   The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;   The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;   The foreign LLC does not inform the secretary of state under § 48-208-102 or § 48-208-103 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 LLC contained in a document filed pursuant to this title fails to comply with § 48-246-201;   A member or representative of the foreign LLC signed a document such person knew was false in any material respect with the 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 the foreign LLC's records in the jurisdiction under whose law the foreign LLC is organized, stating that it has been terminated or has disappeared as the result of a merger;   The foreign LLC is exceeding the authority conferred upon it by this chapter; or   The foreign LLC submits to the office of the secretary of state 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 § 48-246-502 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 5 - Revocation of Certificate of Authority|§ 48-246-502. Procedure for and Effect of Revocation

  If the secretary of state determines that one (1) or more grounds exist under § 48-246-501 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-246-501(5) and a certificate of revocation may be sent without the two (2) month waiting period required by subsection (b).   If the foreign LLC 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, the secretary of state may revoke the foreign LLC'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 LLC, except that the certificate may be sent by first class mail.   The authority of a foreign LLC 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 LLC's certificate of authority appoints the secretary of state the foreign LLC's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign LLC 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 LLC. Upon receipt of process, the secretary of state shall comply with § 48-208-105.   Revocation of a foreign LLC's certificate of authority does not terminate the authority of the registered agent of the LLC.
TN Code § 48-246-503 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 5 - Revocation of Certificate of Authority|§ 48-246-503. Reinstatement Following Administrative Revocation

  A foreign LLC whose certificate of authority is administratively revoked under § 48-246-502 may apply to the secretary of state for reinstatement. The application must:  Be accompanied by a confirmation of good standing relative to such foreign LLC;   Recite the name of the foreign LLC at its date of revocation;   State that the ground or grounds for revocation either did not exist or have been eliminated; and   State a foreign LLC name that satisfies the requirements of § 48-246-201.      If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the 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 foreign LLC; and   If the foreign LLC name in subdivision (a)(4) is different than the foreign LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the foreign LLC name.     When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative revocation and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred.
TN Code § 48-246-504 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 5 - Revocation of Certificate of Authority|§ 48-246-504. Appeal From Denial of Foreign Llc's Reinstatement

  If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial.   The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the writing by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's writing.   The court's final decision may be appealed as in other civil proceedings.
TN Code § 48-246-505 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 5 - Revocation of Certificate of Authority|§ 48-246-505. Cancellation of Certificate of Authority Following Administrative Revocation

  When a foreign LLC, 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 a certificate of cancellation of authority following administrative revocation of the certificate of authority. The application shall set forth:  The name of the foreign LLC and the date of revocation, its current name, if different, and the name of the jurisdiction under whose law it is organized;   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 secretary of state shall file the certificate of cancellation of authority of the foreign LLC if the secretary of state finds that the application:  Complies with subsection (a); and   Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.     After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(4).
TN Code § 48-246-601 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 6 - Consequences of Transacting Business Without Certificate of Authority|§ 48-246-601. Transaction of Business Without Certificate of Authority

  A foreign LLC 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 LLC 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 behalf of its predecessor based on an assigned cause of action in any court in this state until the foreign LLC or its successor obtains a certificate of authority.   A court may stay a proceeding commenced by a foreign LLC, its successor or assignee, until it determines whether the foreign LLC or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate.   A foreign LLC doing business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part thereof during which the foreign LLC failed to have such certificate of authority.   An application for a certificate of authority by a foreign LLC 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) have been paid.   Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair:  The validity of any contract or act of the foreign LLC;   The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or   The foreign LLC from defending any action, suit, or proceeding in any court of the state of Tennessee.     A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC solely by reason of the company's having transacted business in this state without a valid certificate of authority.
TN Code § 48-246-602 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 246 - Foreign Limited Liability Companies|Part 6 - Consequences of Transacting Business Without Certificate of Authority|§ 48-246-602. Enjoined From Doing Business

 The attorney general and reporter shall, upon the attorney general and reporter's own motion or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which such foreign LLC is doing or has done business to enjoin any foreign LLC, or any representative thereof, from doing any business in the state of Tennessee if such foreign LLC has failed to obtain or maintain a certificate of authority or if such foreign LLC has secured a certificate of authority from the secretary of state under § 48-246-301 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such an action by the attorney general and reporter may be recovered from the foreign LLC at the discretion of the court if an injunction is obtained.
TN Code § 48-247-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-102. Mandatory Forms and Filing Methods

  Mandatory Forms.  The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.   If the secretary of state so requires, then use of these forms and filing methods is mandatory.
TN Code § 48-247-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 247 - Filing Documents and Secretary of State|Part 1 - Filing Documents|§ 48-247-104. Correcting Filed Document

  A domestic or foreign LLC may correct a document filed with the office of the secretary of state if the document:  Contains an incorrect statement; or   Was defectively executed, attested, sealed, certified, or acknowledged.     A document is corrected:  By preparing articles of correction that:  Describe the document (including its filing date) or attach a copy of it to the articles;   Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and   Correct the incorrect statement or defective execution; and     By delivering the articles of correction to the office of the secretary of state for filing.     Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.