reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-101 - Private and corporation seals abolished

The use of seals in or upon written contracts or other instruments of writing, whether of persons or of corporations, is abolished, and the absence of such seal therefrom, or its addition thereto, shall not affect its character or validity or legal effect in any respect.
Code 1858, § 1804 (deriv. Acts 1849-1850, ch. 20, § 1; 1849-1850, ch. 60, §1); Shan., §3213; Code 1932, § 7828; Acts 1937, ch. 41, § 1; mod. C. Supp. 1950, § 7828 (Williams, §§7828, 7828.1); T.C.A. (orig. ed.), §§ 47-1701, 47-15-101.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-102 - Assignable instruments - Suit by assignee

Bonds with collateral conditions, bills or notes for specific articles or the performance of any duty, nonnegotiable notes for money and accepted orders shall be assignable, and suit may be prosecuted by the assignee in the assignee's own name.
Code 1858, § 1967 (deriv. Acts 1801, ch. 6, § 54); Shan., §3516; mod. Code 1932, § 7321; T.C.A. (orig. ed.), §§ 47-801, 47-15-102.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-103 - Written contracts prima facie evidence of consideration

All contracts in writing signed by the party to be bound, or the party's authorized agent and attorney, are prima facie evidence of a consideration.
Code 1858, §1805; Shan., § 3214; Code 1932, § 7829; T.C.A. (orig. ed.), §§ 47-1702, 47-15-103.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-104 - Failure of consideration - Defense

The want or failure, in whole or in part, of the consideration of a written contract, may be shown as a defense, total or partial, as the case may be, in an action on such contract, brought by anyone who is not an innocent and bona fide holder.
Code 1858, § 1806 (deriv. Acts 1849-1850, ch. 20, § 1; 1849-1850, ch. 60, §1); Shan., §3215; Code 1932, § 7830; T.C.A. (orig. ed.), §§ 47-1703, 47-15-104.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-105 - Nonnegotiable orders for payment of money

(a)
When any person, by a nonnegotiable order in writing, signed by the person's proper hand, directs the payment of any money in the hands of another person, to any person whatsoever, or to the bearer, the money shall, by virtue thereof, be due and payable to the person to whom the order is drawn payable.
(b)
Such order may be put in suit by the person to whom the money is made payable, against the person who drew the same, or against the person on whom it is drawn, after acceptance.
(c)
No holder of such order shall prosecute any suit against the drawer, for the money therein specified, before the order has been first protested for nonacceptance, and notice thereof given to the drawer before action brought. If any such action be brought on any such order before such notice and refusal of payment by the drawer, the plaintiff shall be nonsuited, and pay costs.
Code 1858, §§ 1959-1961 (deriv. Acts 1762, ch. 9, §§ 4, 5); Shan., §§ 3508-3510; Code 1932, §§ 7322-7324; T.C.A. (orig. ed.), §§ 47-802 -- 47-804, 47-15-105 -- 47-15-107.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-106 - Action on instruments may be joint or several

Upon any note or negotiable instrument, the holder may maintain a joint action against the maker and any one (1) or more of the sureties or endorsers; or a joint and several action against the maker and/or any one (1) or more of the sureties or endorsers.
Code 1858, § 1958 (deriv. Acts 1820, ch. 25, § 1; 1837-1838, ch. 5, § 1); Shan., §3507; mod. Code 1932, § 7317; T.C.A. (orig. ed.), §§ 47-805, 47-15-108.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-107 - Action on protested bill may be joint or several

Any person having a right to demand any sum of money due upon a protested bill of exchange may commence and prosecute an action for principal, interest, and charges of protest, against the drawer, endorsers, or other party, jointly, or against either of them separately.
Code 1858, § 1962 (deriv. Acts 1741, ch. 16, § 4); Shan., §3511; mod. Code 1932, § 7318; T.C.A. (orig. ed.), §§ 47-806, 47-15-109.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-108 - Effect of epidemic

(a)
Whenever the legally constituted health authorities of any incorporated town or city, or the mayor, in the absence of a board of health, in this state, shall officially announce the prevalence, as an epidemic, within the limits of such town or city, of any contagious or infectious disease of so malignant or dangerous a character as to suspend or seriously interrupt the business transactions of such town or city, as certified to by the health authorities, the owners or holders of any negotiable paper, such as notes, foreign or inland bills of exchange, or any other evidence of debt requiring demand and notice, or demand, notice, and protest, shall be excused from making such demand, giving such notice, and entering such protest while such epidemic prevails.
(b)
Such demand, notice, and protest made, given, and entered within fifteen (15) days after such epidemic has been declared at an end by the health authorities or mayor is as binding upon the parties sought to be charged as if the same steps had been taken upon the day of the maturity of the paper.
(c)
If any incorporated town or city within this state has lost, or shall lose, its corporate existence by a surrender or repeal of its charter, this section applies, in all respects, so far as may be practicable, to the territory, by whatsoever name it may be known or distinguished, embraced within the former corporate limits of such town or city.
Acts 1879, ch. 28, § 1; Shan., §§ 3207-3209; Code 1932, §§ 5909-5911; T.C.A. (orig. ed.), §§ 47-809 -- 47-811, 47-15-110 -- 47-15-112.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-109 - Procurement of breach of contracts unlawful - Damages

It is unlawful for any person, by inducement, persuasion, misrepresentation, or other means, to induce or procure the breach or violation, refusal or failure to perform any lawful contract by any party thereto; and, in every case where a breach or violation of such contract is so procured, the person so procuring or inducing the same shall be liable in treble the amount of damages resulting from or incident to the breach of the contract. The party injured by such breach may bring suit for the breach and for such damages.
Acts 1907, ch. 154, § 1; Shan., § 3193a8; mod. Code 1932, §7811; T.C.A. (orig. ed.), §§ 47-1706, 47-15-113.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-110 - Printed contract forms - Certain extracted products

(a)
Every printed portion of the text of contract forms and papers attached thereto which are used for the purchase or lease of products to be extracted either from the earth or from beneath the earth shall be printed in a type style of common usage and in a type size of not less than ten (10) point so that both the contract forms and attached papers may be clearly legible.
(b)
Any printed contract form used after July 1, 1980, which violates this section shall be voidable at the option of the aggrieved party.
(c)
This section does not apply to contract forms printed and used by the state of Tennessee.
Acts 1980, ch. 764, §§ 1-3; T.C.A., § 47-15-114.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-111 - Direct molding - Unlawful duplication of goods

(a)
It is unlawful for any person to duplicate for the purpose of sale, any manufactured item made by another without the permission of that other person using the direct molding process described in subsection (c).
(b)
It is unlawful for any person to sell an item duplicated in violation of subsection (a).
(c)
The direct molding processes subject to this section is any direct molding process in which the original manufactured item was itself used as a plug for the making of the mold which is used to manufacture the duplicate item.
(d)
Any person injured by a violation of this section may bring an action in a court of competent jurisdiction for an injunction prohibiting such violations. In addition, the injured person shall be entitled to actual damages incurred as a result of such violations, reasonable attorney's fees, and costs.
(e)
This section applies only to items duplicated using a mold made on or after July 1, 1983.
Acts 1983, ch. 31, §§ 1, 2; T.C.A., § 47-15-115.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-112 - Contracts to be enforced as written

(a)
All contracts, including, but not limited to, notes, security agreements, deeds of trust, and installment sales contracts, in writing and signed by the party to be bound, including endorsements thereon, shall be prima facie evidence that the contract contains the true intention of the parties, and shall be enforced as written; provided, that nothing herein shall limit the right of any party to contest the agreement on the basis it was procured by fraud or limit the right of any party to assert any other rights or defense provided by common law or statutory law in regard to contracts.
(b)
Any contract, security agreement, note, deed of trust, or other security instrument, in writing and signed or endorsed by the party to be bound, that provides that the security interest granted therein also secures other provisions or future indebtedness, regardless of the class of other indebtedness, be it unsecured, commercial, credit card, or consumer indebtedness, shall be deemed to evidence the true intentions of the parties, and shall be enforced as written; provided, that nothing herein shall limit the right of any party to contest the agreement on the basis that it was procured by fraud or limit the right of any party to assert any other rights or defense provided by common law or statutory law in regard to contracts.
(c)
If any such security agreement, note, deed of trust, or other contract contains a provision to the effect that no waiver of any terms or provisions thereof shall be valid unless such waiver is in writing, no court shall give effect to any such waiver unless it is in writing.
Acts 1983, ch. 457, § 1; T.C.A., § 47-15-116.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-113 - Disposition of personal property found in or on repossessed vehicle - Reclamation by owner

(a)
When a vehicle is repossessed in this state, the individual, business or agency involved in the repossession may not abandon any personal property found in or on the vehicle for a period of fourteen (14) days following the repossession; provided further, that the individual, business or agency and any other individual or entity may not sell or otherwise dispose of the personal property during this fourteen-day period, notwithstanding title 45 or this title. If the owner reclaims the personal property within the fourteen-day period, then the owner shall be given possession without payment of any charges or fees.
(b)
For purposes of this section:
(1)
"Personal property" means any and all movable property not permanently affixed to the vehicle; and
(2)
"Vehicle" includes any:
(A)
Motor vehicle as defined in §
55-1-103
;
(B)
Aircraft as defined in §
42-2-101
;
(C)
Personal watercraft as defined in §
69-9-501
;
(D)
Boat as defined in §
69-3-103
;
(E)
Off-road vehicle as defined in §
47-25-1902
;
(F)
Farm tractor as defined in §
55-1-104
;
(G)
Tractor-drawn major farm implement subject to §
39-14-135
; and
(H)
Industrial equipment operated by means of mechanical power upon which a person or property may be transported.
Added by 2014 Tenn. Acts, ch. 784,s 1, eff. 4/24/2014.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-115 - Reimbursement of federal excise taxes

(a)
When a contract calls for one party to reimburse the other party for the federal manufacturer's excise tax levied by Part III of Subchapter A of Chapter 32 of the Internal Revenue Code, whether as a separate item or as part of the price, there shall exist for the party making the reimbursement a contractual right relating to the timing of that payment which can be invoked at the option of such party as provided in subsection (b).
(b)
The party making the reimbursement shall not be required to tender payment for such taxes more than one business day prior to the time the other party is required to remit such taxes to the internal revenue service.
(c)
Should a party choose to exercise the option provided in subsections (a) and (b), the other party may demand security for the payment of the taxes in proportion to the amount such taxes represent compared to the security demanded on the contract as a whole. Such party, however, may not change the other payment terms of the contract without a valid business reason other than to exercise the option as provided in subsections (a) and (b), except to require the payment of such taxes under such option to be made by electronic transfer of funds.
(d)
The party exercising the option set out in subsections (a) and (b) shall notify the other party in writing of the intent to exercise such payment option and the effective date of the exercise which shall be no earlier than thirty (30) days after the notice of intent is received or the beginning of the next federal tax quarter, whichever is later.
(e)
This section applies to all contracts in effect on July 1, 1994, which have no expiration date and are continuing contracts, and to all other contracts entered into or renewed after July 1, 1994. Any contract in force and effect July 1, 1994, which, by its own terms, will terminate on a date subsequent thereto, shall be governed by the law as it existed prior to July 1, 1994.
(f)
The option set out in subsections (a) and (b) shall not be construed to impair the obligation arising under any contract executed prior to July 1, 1994. Should the option set out in subsections (a) and (b) be exercised, it shall not relieve such party of the obligation to make the reimbursement as provided for in the contract but shall affect only the timing of when that reimbursement must be tendered.
(g)
All laws and parts of laws in conflict with this section are repealed.
Acts 1994, ch. 843, §§ 1, 2.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-116 - References to 911 service restricted

(a)
It is unlawful for any individual or entity to make reference to 911 service, as authorized under title 7, chapter 86, in any advertisement if such reference is false, misleading, or deceptive. As used in this section, "advertisement" means any representation disseminated in any manner or by any means, other than by labeling, for the purpose of inducing the purchase of an item or service.
(b)
A violation of this section is a Class C misdemeanor punishable only by a fine. An emergency communications district may seek an order from a court with competent jurisdiction enjoining a violator from such unlawful conduct. The court may award reasonable attorney fees and costs to a prevailing district in such case.
Acts 1996, ch. 924, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-117 - Reimbursement of costs associated with clothing anti-theft security tags

(a)
When clothing is purchased that contains an anti-theft security tag and the tag is not removed at the time of purchase, and the customer resides more than a fifteen (15) minute commute from the retailer, the retailer shall reimburse the customer for mailing costs incurred by the customer in returning the item of clothing for removal of the tag. Upon showing proof of purchase of the item and proof of mailing costs, the retailer shall reimburse the customer for such costs.
(b)
It is deemed to be an unfair business practice under the Consumer Protection Act, chapter 18 of this title, if a retailer fails to reimburse the customer in accordance with subsection (a).
Acts 1998, ch. 1001, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-118 - Refund on purchase price of ticket for cancelled performance or event

(a)
Upon cancellation of any performance or event for which a ticket for admission is sold, the ticketing service company that contracts to sell tickets for such event or performance at retail ticket outlets shall refund to all ticket purchasers the purchase price of the ticket plus any service fees or charges paid by the purchaser for such ticket.
(b)
It is deemed to be an unfair business practice under the Consumer Protection Act, chapter 18 of this title, if a ticketing service company fails to refund the purchase price in accordance with subsection (a).
(c)
Notwithstanding any law to the contrary, upon cancellation of any performance or event performed or arranged by a nonprofit corporation with an annual payroll of more than one hundred thousand dollars ($100,000) due to an earthquake, tornado, or other such natural disaster, such nonprofit corporation shall offer refunds to all ticket purchasers to such performance or event. After one hundred eighty (180) days after the cancellation of a performance or event due to an earthquake, tornado or other natural disaster, the nonprofit organization shall be entitled to the purchase price of all unclaimed tickets. It is the clear and unequivocal intent of the general assembly that this subsection (c) has retroactive application to January 1, 1998.
Acts 1998, ch. 1001, § 2; 1999, ch. 214, § 1.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-119 - Tentative ticket policy - Disclosure - Violation

(a)
A reseller shall not utilize a tentative ticket policy, unless disclosed to a ticket purchaser at the outset of the transaction, under which the reseller sells tickets that are not:
(1)
Owned by the reseller;
(2)
Under contract or any other agreement to be transferred to the reseller; or
(3)
In the reseller's possession at the time of sale.
(b)
Disclosure of a tentative ticket policy must include an approximate delivery date and the number of tickets that are guaranteed to be grouped together, including any designation by the venue of an assigned seating zone, section number, or seat number. If the reseller cannot guarantee specific seats because the tickets are not owned by the reseller, under contract or any other type of agreement to be transferred to the reseller, or in the reseller's possession, then the reseller shall disclose this fact to a ticket purchaser at the outset of the transaction. If the reseller is unsuccessful in securing the tentative tickets, then the reseller shall refund any deposit made by the purchaser of those tickets no later than ten (10) days after the date of the ticketed event.
(c)
A violation of this section constitutes a violation of the Tennessee Consumer Protection Act of 1977, compiled in chapter 18, part 1 of this title.
(d)
For the purpose of application of the Tennessee Consumer Protection Act of 1977, any violation of this section constitutes an unfair or deceptive act or practice affecting the conduct of trade or commerce and is subject to the penalties and remedies as provided by the Tennessee Consumer Protection Act of 1977. Each act in violation of this section constitutes a separate violation.
Added by 2019 Tenn. Acts, ch. 127,s 1, eff. 4/9/2019.
2023 Tennessee Code › Title 47 - COMMERCIAL INSTRUMENTS AND TRANSACTIONS (§§ 47-1-101 — 47-50-121) › Chapter 50 - MISCELLANEOUS PROVISIONS (§§ 47-50-101 — 47-50-121) › Section 47-50-120 - Section definitions - Payment methods onsite parking - Payment information - Notice of alternative forms of payment

(a)
As used in this section, "on-site" means on the entity's property where the parking services are provided.
(b)
If an entity requires on-site payment from a consumer for the parking of a motor vehicle on the entity's property, and the entity only accepts payment by use of a quick response (QR) code or a credit or debit card machine, then, in the event the QR code or the credit or debit card machine fails to operate correctly to process the payment transaction, the entity must:
(1)
Accept payment from the consumer by cash, by check, or through a system that allows the consumer to provide the consumer's credit or debit card information over the phone; or
(2)
Allow the consumer to leave the property without providing payment at the time.
(c)
(1)
The entity may provide information to a consumer enabling the consumer to mail payment to the entity, or provide the consumer's credit or debit card information over the phone for payment of the services at a later date.
(2)
If the entity does not provide the information described in subdivision (c)(1), then the consumer is not required to provide payment at a later date for the service.
(d)
For a parking lot that is temporarily or continuously unattended, the entity shall provide notice of the alternative forms of payment accepted on a prominent sign located on the entity's property where payment is taken.
Added by 2023 Tenn. Acts, ch. 323, s 1, eff. 7/1/2023.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-101 - Short title

This part shall be known as the "Tennessee Securities Act of 1980."
Amended by 2017 Tenn. Acts, ch. 457,s 2, eff. 7/1/2017.
Acts 1980, ch. 866, § 1; T.C.A., §
48-16-101
; T.C.A., § 48-2-101.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-104 - Securities registration requirement - Civil penalty

(a)
It is unlawful for any person to sell any security in this state unless:
(1)
It is registered under this part;
(2)
The security or transaction is exempted under §
48-1-103
; or
(3)
The security is a covered security.
(b)
The commissioner may, after notice and opportunity for a hearing under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, impose a civil penalty against any person found to be in violation of this section, or any rule or order adopted or issued under this section, in an amount not to exceed ten thousand dollars ($10,000) per violation, or in an amount not to exceed twenty thousand dollars ($20,000) per violation if an individual who is a designated adult is a victim.
Amended by 2017 Tenn. Acts, ch. 424,s 11, eff. 5/18/2017.
Acts 1980, ch. 866, § 4; T.C.A., §
48-16-104
; Acts 1997, ch. 164, § 3; 2001, ch. 61, § 2; T.C.A., § 48-2-104.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-111 - Records and reports - Examinations

(a)
Every registered broker-dealer and investment adviser shall make and keep such accounts, correspondence, memoranda, papers, books, and other records as the commissioner by rule prescribes. All records so required shall be preserved for three (3) years unless the commissioner by rule prescribes otherwise for particular types of records.
(b)
Every registered broker-dealer and investment adviser shall file such financial reports and other documents as the commissioner by rule prescribes.
(c)
If the information contained in any document filed with the commissioner is or becomes inaccurate or incomplete in any material respect, the registrant shall promptly file a correcting amendment.
(d)
(1)
All the records referred to in subsection (a) are subject at any time and from time to time to such reasonable periodic, special, or other examinations, within or outside of this state, by representatives of the commissioner, as the commissioner deems necessary or appropriate in the public interest or for the protection of investors.
(2)
The cost of such examination shall be borne by the person examined and shall include the expenses of the commissioner or the commissioner's deputy and the expenses and compensation of the commissioner's assistants employed in the examination; provided, that not more than two (2) such examinations shall be charged to such person in any twelve-month period.
(3)
For the purpose of avoiding unnecessary duplication of examinations, the commissioner, insofar as the commissioner deems it practicable in administering this subsection (d), may cooperate with the securities administrators of other states, the securities and exchange commission, any national securities exchange or national securities association registered under the Securities Exchange Act of 1934 (
15 U.S.C. § 78a
et seq.), as amended, or any securities administrators' association.
(4)
All working papers, recorded information, documents, and required records and copies of working papers, recorded information, documents, and required records produced by, obtained by, or disclosed to the commissioner or another person in the course of an examination made under this chapter are confidential and must not be made public by the commissioner or another person. This subdivision (d)(4) does not prohibit the commissioner from disclosing the content of an examination as provided in this subdivision (d)(4).
Amended by 2023 Tenn. Acts, ch. 112,s 10, eff. 4/4/2023.
Amended by 2017 Tenn. Acts, ch. 424, Secs.s 33, s 34 eff. 5/18/2017.
Acts 1980, ch. 866, § 11; T.C.A., § 48-16-111; T.C.A., § 48-2-111.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-113 - Filing of sales and advertising literature

The commissioner may by rule require the filing of any prospectus, pamphlet, circular, form letter, advertisement, or other sales literature or advertising communication addressed or intended for distribution to prospective investors, including clients or prospective clients of an investment adviser.
Amended by 2017 Tenn. Acts, ch. 424,s 37, eff. 5/18/2017.
Acts 1980, ch. 866, § 13; T.C.A., § 48-16-113; T.C.A. § 48-2-113.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-114 - Unlawful representation concerning registration or exemption

(a)
Neither the fact that an application for registration or notice filing under §§
48-1-109
- 48-1-112 or a registration statement or notice filing under §§
48-1-104
- 48-1-108 or §
48-1-125
has been filed, nor the fact that a person or security is effectively registered, constitutes a finding by the commissioner that any document filed under this part is true, complete, and not misleading.
(b)
Neither any such fact nor the fact that an exemption or exception is available for a security or transaction means that the commissioner has passed in any way upon the merits or qualifications of, or that the commissioner has recommended or given approval to, any person, security, or transaction.
(c)
Any representation to the contrary is unlawful.
Amended by 2017 Tenn. Acts, ch. 424,s 38, eff. 5/18/2017.
Acts 1980, ch. 866, § 14; T.C.A., § 48-16-114; Acts 1997, ch. 164, § 5; T.C.A. § 48-2-114.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-117 - Administrative files and opinions

(a)
A document is filed when it is received by the commissioner.
(b)
The commissioner shall keep a register of all applications for registration and registration statements which are or have ever been declared effective under this part and all denial, suspension, or revocation orders which have ever been entered under this part. The register shall be open for public inspection during the commissioner's normal business hours.
(c)
The information contained in or filed with any registration statement, application, notice filing, or report may be made available to the public under such rules as the commissioner prescribes.
(d)
Upon request and upon payment of such reasonable charges as the commissioner by rule prescribes, the commissioner shall furnish to any person copies (certified under the commissioner's seal of office if requested) of any entry in the register or any document which is a matter of public record. In any proceeding or prosecution under this part, any copy so certified is prima facie evidence of the contents of the entry or document certified.
(e)
The commissioner, in the commissioner's discretion, may honor requests from interested persons for interpretative opinions pertaining to this part.
Amended by 2017 Tenn. Acts, ch. 424,s 41, eff. 5/18/2017.
Acts 1980, ch. 866, § 17; T.C.A., § 48-16-117; Acts 1997, ch. 164, § 6; T.C.A., § 48-2-117.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-119 - Injunctions

(a)
Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this part or any rule or order hereunder, the commissioner may, in the commissioner's discretion, bring an action in the chancery court of any county in this state to enjoin the acts or practices and to enforce compliance with this part or any rule or order hereunder.
(b)
Upon a proper showing, a permanent or temporary injunction, restraining order, writ of mandamus, disgorgement, or other proper equitable relief shall be granted and a receiver or conservator may be appointed for the defendant or the defendant's assets.
(c)
The court may not require the commissioner to post a bond.
Acts 1980, ch. 866, § 19; T.C.A., § 48-16-119; T.C.A., § 48-2-119.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-120 - Judicial review

Any person aggrieved by a final order of the commissioner under this part may obtain judicial review of the order in the chancery court of Davidson County by proceedings in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1980, ch. 866, § 20; T.C.A., § 48-16-120; T.C.A., § 48-2-120.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-121 - Fraudulent acts or devices

(a)
It is unlawful for any person, in connection with the offer, sale or purchase of any security in this state, directly or indirectly, to:
(1)
Employ any device, scheme, or artifice to defraud;
(2)
Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading; or
(3)
Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.
(b)
It is unlawful for any person who receives any consideration from another person primarily for advising the other person as to the value of securities or their purchase or sale, whether through the issuance of analyses or reports or otherwise, in this state, to:
(1)
Employ any device, scheme, or artifice to defraud the other person;
(2)
Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the other person; or
(3)
Take or have custody of any securities or funds of any client except as the commissioner may by rule permit or unless the person is licensed as a broker-dealer under this part.
(c)
It is unlawful for any person to make or cause to be made, in any document filed with the commissioner or in any proceeding under this part, any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.
(d)
The commissioner may, after notice and opportunity for a hearing under the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, impose a civil penalty against any person found to be in violation of this section, or any rule or order adopted or issued under this section, in an amount not to exceed ten thousand dollars ($10,000) per violation, or in an amount not to exceed twenty thousand dollars ($20,000) per violation if an individual who is a designated adult is a victim.
Amended by 2017 Tenn. Acts, ch. 424,s 42, eff. 5/18/2017.
Acts 1980, ch. 866, § 21; T.C.A., § 48-16-121; Acts 1996, ch. 1072, § 9; 1997, ch. 164, § 7; 2010, ch. 829, § 4; T.C.A., § 48-2-121.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-123 - Criminal prosecution

(a)
Any person who willfully violates any provision of this part or who willfully violates any rule or order under this part commits a Class D felony. No person may be imprisoned for the violation of any rule or order if the person proves that the person had no actual knowledge of the rule or order.
(b)
The commissioner may refer such evidence as is available concerning violations of this part or of any rule or order hereunder to the attorney general and reporter, or the district attorney general in the county where the violation was committed, either of whom may, with or without such a reference, institute the appropriate criminal proceedings under this part.
(c)
Nothing in this part limits the power of this state to punish any person for any conduct which constitutes a crime by statute or at common law.
Acts 1980, ch. 866, § 23; T.C.A., § 48-16-123; Acts 1989, ch. 591, § 42; 1996, ch. 1072, § 3; T.C.A., § 48-2-123.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 1 - TENNESSEE SECURITIES ACT OF 1980 (§§ 48-1-101 — 48-1-128) › Section 48-1-128 - Broker-dealers and agents seeking expungement of customer dispute information from the Central Registration Depository (CRD)

(a)
Prior to initiating a proceeding described in subdivision (a)(1)(A) or (a)(1)(B), a broker-dealer or an agent with a principal place of business, branch office, or other business location in this state, must:
(1)
Provide the department written notice at least sixty (60) days prior to:
(A)
Filing to vacate, modify, or confirm an arbitration award relating to expungement of customer dispute information from the Central Registration Depository (CRD) system; or
(B)
Filing an action in a court of competent jurisdiction to obtain expungement of customer dispute information from the CRD system; and
(2)
Name the department as a party to a proceeding described in subdivision (a)(1)(A) or (a)(1)(B).
(b)
Notwithstanding subdivision (a)(2), upon receiving the written notice required by subdivision (a)(1), the commissioner may, in the commissioner's discretion, waive the obligation of a broker-dealer or an agent with a principal place of business, branch office, or other business location in this state to name the department as a party to a proceeding described in subdivision (a)(1)(A) or (a)(1)(B).
Added by 2023 Tenn. Acts, ch. 112,s 15, eff. 4/4/2023.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › SECURITIES (§§ 48-1-101 — 48-1-201) › Chapter 1 - SECURITIES (§§ 48-1-101 — 48-1-201) › Part 2 - MISCELLANEOUS PROVISIONS (§ 48-1-201) › Section 48-1-201 - Participation certificates in bonds or notes secured by mortgages on realty

Persons issuing and selling participation certificates in bonds or notes secured by mortgages or deeds of trust on land wherever located shall hold legal title to such bonds or notes in trust for the use and benefit of bona fide purchasers of such certificates to the extent of the interests sold to such purchasers, and such certificates and the interests represented thereby shall not be subject to the claims of creditors of the trustee holding legal title.
Acts 1980, ch. 599, § 1; T.C.A., §
48-16-201
; Acts 1985, ch. 110, § 1; T.C.A., § 48-2-201.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-11-101 — 48-11-104) › Section 48-11-101 - Short title

Chapters 11-27 of this title shall be known and may be cited as the "Tennessee Business Corporation Act."
Acts 1986, ch. 887, § 1.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-11-101 — 48-11-104) › Section 48-11-102 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of chapters 11-27 of this title at any time, and all domestic and foreign corporations subject to chapters 11-27 of this title shall be governed by the amendment or repeal.
Acts 1986, ch. 887, § 1.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-11-101 — 48-11-104) › Section 48-11-103 - Eminent domain

Chapters 11-27 of this title do not repeal or affect the right or power of eminent domain under other existing laws, and any corporation which shall have the power of eminent domain under existing laws shall have the power to the same extent and in the same manner as if organized under chapters 11-27 of this title, and all statutes of this state granting the power of eminent domain and making compensation shall remain in force and effect and applicable to the appropriate existing corporations and to the appropriate corporations organized under chapters 11-27 of this title.
Acts 1986, ch. 887, § 1.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 1 - SHORT TITLE AND RESERVATION OF POWER (§§ 48-11-101 — 48-11-104) › Section 48-11-104 - Applicability

Chapters 11-27 of this title shall apply to every corporation for profit now existing or hereafter formed, and to the outstanding and future securities thereof; provided, that, if there are other specific statutory provisions which govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on, or fix special procedures or methods for, special categories of corporations, then to the extent such provisions are inconsistent with or different from chapters 11-27 of this title, such provisions shall prevail.
Acts 1987, ch. 273, § 2.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 2 - DEFINITIONS AND NOTICE (§§ 48-11-201 — 48-11-203) › Section 48-11-203 - Number of shareholders

(a)
For purposes of chapters 11-27 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:
(1)
Three (3) or fewer co-owners;
(2)
A corporation, partnership, trust, estate, or other entity; and
(3)
The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.
(b)
For purposes of chapters 11-27 of this title, shareholdings registered in substantially similar names constitute one (1) shareholder if it is reasonable to believe that the names represent the same person.
Acts 1986, ch. 887, § 1.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-302 - Forms and filing methods

(a)
The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title.
(b)
If the secretary of state so requires, then use of these forms and filing methods is mandatory.
Amended by 2020 Tenn. Acts, ch. 719, s 5, eff. 6/22/2020.
Acts 1986, ch. 887, § 1.31; 1987, ch. 273, § 8; 2012, ch. 1051, § 10.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-304 - Effective time and date of document

(a)
Except as provided in subsection (b) and §
48-11-305(c)
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and
(2)
At the time specified in the document as its effective time on the date it is filed.
(b)
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 not 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 by the secretary of state. Notwithstanding the foregoing, documents specified in §
48-11-303(a)(3)-(7), (15), (16), (20), (21), (25), (31), (33) and (34)
may not specify a delayed effective time and date.
(c)
The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with chapters 15 and 25 of this title. The secretary of state shall not file any other document under chapters 11-27 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both.
Acts 1986, ch. 887, § 1.33; 1987, ch. 273, §§ 10-13; 1991, ch. 188, § 13; 2012, ch. 1051, § 13.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-305 - Correcting filed document

(a)
A domestic or foreign corporation may correct a document filed by the secretary of state if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, verified, or acknowledged.
(b)
A document is corrected by:
(1)
Preparing articles of correction that:
(A)
Describe the document (including its filing date) or attach a copy of it to the articles;
(B)
Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and
(C)
Correct the incorrect statement or defective execution; and
(2)
Delivering the articles to the secretary of state for filing.
(c)
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.
Acts 1986, ch. 887, § 1.34; 1987, ch. 273, § 14.