reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-303 - Reinstatement following administrative dissolution

(a)
An LLC administratively dissolved under §
48-245-302
may apply to the secretary of state for reinstatement following administrative dissolution. The application must:
(1)
Be accompanied by a confirmation of good standing relative to such LLC;
(2)
Recite the name of the LLC at its date of administrative dissolution;
(3)
State that the ground or grounds for dissolution either did not exist or have been eliminated; and
(4)
State an LLC name that satisfies the requirements of §
48-207-101
;
(b)
(1)
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 cancel the certificate of dissolution and prepare a certificate of reinstatement 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 LLC in accordance with §
48-208-104
.
(2)
If the LLC name in subdivision (a)(4) is different than the LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to the articles insofar as it pertains to the LLC's name.
(c)
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the LLC resumes carrying on its business as if the administrative dissolution had never occurred.
Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 27, 28; 2011, ch. 99, §§ 5-7.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-304 - Appeal from denial of reinstatement

(a)
If the secretary of state denies an LLC's application for reinstatement following administrative dissolution, the secretary of state shall serve the LLC in accordance with §§
48-208-104
and
48-208-105
with a written notice that explains the reason or reasons for denial.
(b)
The LLC may appeal the denial of reinstatement to the chancery court of Davidson County within thirty (30) days after service of the notice of denial. The LLC appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the LLC's application for reinstatement, and the secretary of state's notice of denial.
(c)
The court may summarily order the secretary of state to reinstate the dissolved LLC or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-305 - Articles of termination following administrative dissolution

(a)
When an LLC, which has been administratively dissolved, wishes to terminate its existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution setting forth:
(1)
The name of the LLC;
(2)
The date that termination of LLC existence was authorized;
(3)
That the resolution authorizing termination was duly adopted by the members;
(4)
A copy of the resolution or the written consent authorizing the termination; and
(5)
That all the assets of the LLC have been distributed to its creditors and members.
(b)
(1)
The secretary of state shall file the articles of termination following administrative dissolution if the secretary of state finds that the articles:
(A)
Comply with subsection (a); and
(B)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
(2)
Upon such filing, the existence of the LLC shall cease, except that the termination of LLC existence shall not take away or impair any remedy to or against the LLC or its members, governors, or managers for any right or claim existing or any liability incurred prior to such termination. Any such action or proceeding by or against the LLC may be prosecuted or defended by the LLC in its LLC name. The members, governors, or managers shall have the power to take such LLC or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 29.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 3 - ADMINISTRATIVE DISSOLUTION (§§ 48-245-301 — 48-245-306) › Section 48-245-306 - Reinstatement within certain amount of time - Amendment of articles of organization - Application for reinstatement

A LLC that has been administratively dissolved by the expiration of its period of duration may reinstate within one (1) year of the expiration of the period of duration by:
(1)
Amending its articles of organization to extend its period of duration or set the period of duration to perpetual; and
(2)
Filing an application for reinstatement following administrative dissolution pursuant to §
48-245-303
.
Added by 2016 Tenn. Acts, ch. 688, s 7, eff. 7/1/2016.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 4 - NOTICE OF DISSOLUTION (§ 48-245-401) › Section 48-245-401 - Filing notice of dissolution and effect

(a)
Contents.
If dissolution of the LLC is approved pursuant to §
48-245-202(a)
, or it occurs under §
48-245-101(a)(5)
, the LLC shall file with the secretary of state a notice of dissolution, unless the existence and business of the LLC is continued pursuant to §
48-245-101(b)
. The notice must contain:
(1)
The name of the LLC; and
(2)
(A)
If the dissolution is approved pursuant to §
48-245-202(b)
, the date of the meeting at which the resolution was approved, and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; or
(B)
If the dissolution occurs under §
48-245-101(a)(5)
, by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated, and the date of that termination.
(b)
Winding Up.
When the notice of dissolution has been filed with the secretary of state, the LLC shall cease to carry on its business, except to the extent necessary (or appropriate) for the winding up of the business of the LLC. The members shall retain the right to revoke the dissolution in accordance with §
48-245-601
and the right to remove or appoint governors or managers. The LLC's existence continues to the extent necessary to wind up the affairs of the LLC until the dissolution is revoked or articles of termination are filed with the secretary of state.
(c)
Certain Mergers Permitted During Winding Up.
As part of winding up, the LLC may participate in a merger with another LLC or one (1) or more foreign or domestic business entities under chapter 244 of this title, but the dissolved LLC shall not be the surviving business entity.
(d)
Remedies Continued.
The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the LLC or any remedy against it or its members, governors, or managers in those capacities, except as provided in §
48-245-502
.
Amended by 2016 Tenn. Acts, ch. 688,s 8, eff. 7/1/2016.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 5 - PROCEDURE IN WINDING UP (§§ 48-245-501 — 48-245-503) › Section 48-245-501 - Procedure in winding up

(a)
Procedures to Be Followed Where Winding Up Accomplished by Merger.
If the business of the LLC is wound up and terminated by merging the dissolved LLC into a surviving business entity:
(1)
The procedures stated in §§
48-244-101
- 48-244-104 must be followed; and
(2)
Sections
48-245-502
,
48-245-503
and
48-245-1101
do not apply.
(b)
Procedures to Be Followed Otherwise.
If the business of the LLC is to be wound up and terminated other than by merging the dissolved LLC into a surviving business entity, the procedures stated in subsections (c)-(e) must be followed.
(c)
Collection and Payment.
When a notice of dissolution has been filed with the secretary of state, the board of governors of a board-managed LLC, the members of a member-managed LLC, or the managers acting under the direction of the members or board of governors (as applicable), shall proceed as soon as possible to:
(1)
Collect or make provision for the collection of all known debts due or owing to the LLC, including unperformed contribution agreements; and
(2)
Except as provided in §
48-245-502
, pay or make provision for the payment of all known debts, obligations, and liabilities of the LLC according to their priorities under §
48-245-1101
.
(d)
Transfer of Assets.
Notwithstanding §
48-244-201
, when a notice of dissolution has been filed with the secretary of state, the governors of a board-managed LLC may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved LLC without a vote of the members.
(e)
Distribution to Members.
All tangible or intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the LLC must be distributed to the members in accordance with §
48-236-103
and §
48-245-1101
.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 5 - PROCEDURE IN WINDING UP (§§ 48-245-501 — 48-245-503) › Section 48-245-503 - Articles of termination

(a)
The articles of termination shall be filed with the secretary of state upon the dissolution and the completion of winding up of the LLC.
(b)
Articles of termination shall set forth:
(1)
The name of the LLC;
(2)
The date of filing of its articles of organization;
(3)
The reason for the filing of the articles of termination;
(4)
Whether known and potential creditors and claimants have been notified of the dissolution under §
48-245-502
; and
(5)
Any other information which the person filing the articles of termination determines necessary or desirable to include.
(c)
The secretary of state shall file the articles of termination if the secretary of state finds that the articles of termination:
(1)
Comply with subsection (b); and
(2)
Are accompanied by a tax clearance for termination or withdrawal relative to such LLC.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 30.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 6 - REVOCATION OF DISSOLUTION (§ 48-245-601) › Section 48-245-601 - Revocation of dissolution

(a)
Generally.
In the case of dissolution by the members as provided in §
48-245-101(a)(2)
, an LLC may revoke its dissolution at any time prior to the filing of the articles of termination with the secretary of state, except as provided in subsection (d).
(b)
Approval.
Revocation of dissolution shall be authorized by the same vote of the members required to approve the dissolution, unless the authorization for dissolution permitted revocation by action by the board of governors alone, in which event the board of governors may revoke the dissolution without member action.
(c)
Articles of Revocation of Dissolution.
After the revocation of dissolution is authorized, the LLC may revoke the dissolution by delivering to the office of the secretary of state for filing articles of revocation of dissolution that set forth:
(1)
The name of the LLC;
(2)
The effective date of the dissolution that was revoked;
(3)
The date that the revocation of dissolution was authorized;
(4)
If the LLC's governors of a board-managed LLC revoked a dissolution authorized by the members, a statement that revocation was permitted by action by the board of governors alone pursuant to that authorization; and
(5)
If member action was required to revoke the dissolution, a statement that the resolution was duly adopted by the members and a copy of the resolution or the written consent authorizing the revocation of dissolution.
(d)
Restrictions on Revocation.
If a dissolved LLC is being wound up and terminated by being merged into a successor organization under §
48-245-501(a)
, and the plan of merger has been approved under §
48-244-102(a)
, then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under §
48-244-101(b)
.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 7 - EFFECTIVE DATE OF TERMINATION AND CERTIFICATE (§ 48-245-701) › Section 48-245-701 - Effective date of articles of termination

When the articles of termination have been filed with the secretary of state, the existence of the LLC is terminated.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 8 - SUPERVISED WINDING UP AND TERMINATION (§ 48-245-801) › Section 48-245-801 - Supervised winding up and termination following a nonjudicial dissolution

After an event of dissolution has occurred and before a certificate of termination has been issued, the LLC or, for good cause shown, a member or creditor may apply to a court within the county in which the registered office of the LLC is situated to have the dissolution conducted or continued under the supervision of the court as provided in part 9 of this chapter.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 9 - JUDICIAL INTERVENTION (§§ 48-245-901 — 48-245-904) › Section 48-245-901 - Judicial intervention and dissolution

A court may grant any equitable relief it considers just and reasonable in the circumstances or may dissolve an LLC and/or direct that the dissolved entity be merged into another or new LLC or other entity on the terms and conditions the court deems equitable.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 9 - JUDICIAL INTERVENTION (§§ 48-245-901 — 48-245-904) › Section 48-245-902 - Judicial dissolution

(a)
On application by the attorney general and reporter or by or for a member, the court may decree dissolution, winding up and termination of an LLC whenever it is not reasonably practicable to carry on the business in conformity with the articles and/or the operating agreement.
(b)
The dissolution is effective upon the decree of dissolution becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve as a notice of dissolution.
(c)
The termination is effective upon a decree of termination becoming final and nonappealable. Such decree shall be filed with the office of the secretary of state and shall serve and have the same effect as articles of termination.
Acts 1994, ch. 868, § 1; 2010, ch. 742, § 3.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 9 - JUDICIAL INTERVENTION (§§ 48-245-901 — 48-245-904) › Section 48-245-903 - Procedure for judicial dissolution

(a)
Venue.
Venue for a proceeding by the attorney general and reporter to dissolve an LLC lies in Davidson County. Venue for a proceeding brought by any other party lies in the county where the LLC's principal executive office is or was last located.
(b)
Parties.
It is not necessary to make members parties to a proceeding to dissolve an LLC unless relief is sought against them individually.
(c)
Injunctions.
A court in a proceeding brought to dissolve an LLC may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the LLC's assets wherever located, and carry on the business of the LLC until a full hearing can be held.
(d)
Bond and Expenses.
In a proceeding for dissolution by a member, the petitioner shall execute and file in the proceeding a bond, with sufficient surety, to cover the defendant's probable costs, including reasonable attorney fees, in defending the petition. The court shall determine the amount of the bond and may award to any party its reasonable costs, including attorney fees, if it finds for such party in the proceeding.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 9 - JUDICIAL INTERVENTION (§§ 48-245-901 — 48-245-904) › Section 48-245-904 - Receivership or custodianship

(a)
A court having equity jurisdiction in a judicial proceeding brought to dissolve an LLC may appoint one (1) or more receivers to wind up and liquidate, or one (1) or more custodians to manage the business and affairs of the LLC. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the LLC and all of its property wherever located.
(b)
The court may appoint an individual or a domestic or foreign business entity (authorized to transact business in this state) as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(c)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(1)
The receiver may:
(A)
Dispose of all or any part of the assets of the LLC wherever located, at a public or private sale, if authorized by the court; and
(B)
Sue and defend in the receiver's own name as receiver of the LLC in all courts of this state;
(2)
The custodian may exercise all of the powers of the LLC, through or in place of its board of governors or managers, to the extent necessary to manage the affairs of the LLC in the best interests of its shareholders and creditors.
(d)
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the LLC and its members and creditors.
(e)
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver's or custodian's counsel from the assets of the LLC or proceeds from the sale of the assets.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 11 - DISPOSITION UPON LIQUIDATION (§§ 48-245-1101 — 48-245-1102) › Section 48-245-1102 - Omitted assets

Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 245 - DISSOLUTION GENERALLY (§§ 48-245-101 — 48-245-1201) › Part 12 - RIGHT TO SUE (§ 48-245-1201) › Section 48-245-1201 - Right to sue or defend after termination

After an LLC has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the LLC, any claim by or against the LLC.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 1 - GENERAL (§§ 48-246-101 — 48-246-102) › Section 48-246-101 - Governing law

Subject to the Constitution of Tennessee:
(1)
The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC procured or should have procured a certificate of authority under this chapter; and
(2)
Except as provided in §
48-248-501
, a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its organization and the laws of this state.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 1 - GENERAL (§§ 48-246-101 — 48-246-102) › Section 48-246-102 - Activities not constituting transacting business

(a)
The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter or §
48-247-110
:
(1)
Maintaining, defending, or settling any proceeding, claim, or dispute;
(2)
Holding meetings of its members or representatives or carrying on any other activities concerning its internal affairs;
(3)
Maintaining bank accounts;
(4)
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;
(5)
Selling through independent contractors;
(6)
Soliciting or obtaining orders, whether by mail or through representatives or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, deeds of trust, mortgages, and security interests in real or personal property;
(8)
Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts;
(9)
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;
(10)
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
(11)
Transacting business in interstate commerce.
(b)
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.
(c)
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.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 82.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 2 - NAME (§ 48-246-201) › Section 48-246-201 - Name

(a)
A foreign LLC name must meet the requirements of §
48-207-101
.
(b)
A foreign LLC may apply to the office of the secretary of state under §
48-207-101
to utilize a nondistinguishable name.
(c)
A foreign LLC may elect to adopt an assumed name under §
48-207-101
and to renew such assumed name.
(d)
A foreign LLC may, pursuant to §
48-207-101
, cancel an assumed name.
(e)
A foreign LLC may, pursuant to §
48-207-102
, reserve a name, renew a reserved name and transfer or cancel a reserved name.
(f)
A foreign LLC may obtain and retain a registered name by complying with §
48-207-103
.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 3 - CERTIFICATE OF AUTHORITY (§§ 48-246-301 — 48-246-303) › Section 48-246-301 - Application for certificate of authority

(a)
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:
(1)
The name of the foreign LLC;
(2)
The jurisdiction and date of its organization;
(3)
The street address, including zip code, of its registered office in this state and the name of its registered agent at that office;
(4)
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
(5)
The number of members of the LLC at the date of filing the application for the certificate of authority.
(b)
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.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 3 - CERTIFICATE OF AUTHORITY (§§ 48-246-301 — 48-246-303) › Section 48-246-302 - Certificate of authority

(a)
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:
(1)
Endorse on the application the word "Filed" and the date and time of the filing of it;
(2)
File the original of the application; and
(3)
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.
(b)
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.
(c)
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.
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 3 - CERTIFICATE OF AUTHORITY (§§ 48-246-301 — 48-246-303) › Section 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.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 4 - CANCELLATION OF CERTIFICATE OF AUTHORITY (§ 48-246-401) › Section 48-246-401 - Cancellation of certificate of authority

(a)
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:
(1)
The name of the foreign LLC, and, if different, the name under which it does business in Tennessee;
(2)
The name of the jurisdiction under whose law it was organized;
(3)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(4)
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;
(5)
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
(6)
A commitment to notify the secretary of state in the future of any change in mailing address.
(b)
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:
(1)
Complies with subsection (a); and
(2)
Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.
(c)
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).
Acts 1994, ch. 868, § 1; 2009, ch. 349, §§ 3, 4; 2010, ch. 741, § 32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 5 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-246-501 — 48-246-505) › Section 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:
(1)
The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
(2)
The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
(3)
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;
(4)
The name of the foreign LLC contained in a document filed pursuant to this title fails to comply with §
48-246-201
;
(5)
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;
(6)
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;
(7)
The foreign LLC is exceeding the authority conferred upon it by this chapter; or
(8)
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.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 83.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 5 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-246-501 — 48-246-505) › Section 48-246-502 - Procedure for and effect of revocation

(a)
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).
(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.
(c)
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.
(d)
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
.
(e)
Revocation of a foreign LLC's certificate of authority does not terminate the authority of the registered agent of the LLC.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 5 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-246-501 — 48-246-505) › Section 48-246-503 - Reinstatement following administrative revocation

(a)
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:
(1)
Be accompanied by a confirmation of good standing relative to such foreign LLC;
(2)
Recite the name of the foreign LLC at its date of revocation;
(3)
State that the ground or grounds for revocation either did not exist or have been eliminated; and
(4)
State a foreign LLC name that satisfies the requirements of §
48-246-201
.
(b)
(1)
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
(2)
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.
(c)
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.
Acts 1994, ch. 868, § 1; 2010, ch. 741, §§ 33, 34; 2011, ch. 99, §§ 8-10.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 5 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-246-501 — 48-246-505) › Section 48-246-504 - Appeal from denial of foreign LLC's reinstatement

(a)
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.
(b)
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.
(c)
The court's final decision may be appealed as in other civil proceedings.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 5 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-246-501 — 48-246-505) › Section 48-246-505 - Cancellation of certificate of authority following administrative revocation

(a)
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:
(1)
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;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
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;
(4)
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
(5)
A commitment to notify the secretary of state in the future of any change in its mailing address.
(b)
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:
(1)
Complies with subsection (a); and
(2)
Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.
(c)
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).
Acts 1994, ch. 868, § 1; 2010, ch. 741, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 6 - CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT CERTIFICATE OF AUTHORITY (§§ 48-246-601 — 48-246-602) › Section 48-246-601 - Transaction of business without certificate of authority

(a)
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.
(b)
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.
(c)
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.
(d)
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.
(e)
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.
(f)
Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair:
(1)
The validity of any contract or act of the foreign LLC;
(2)
The right of any other party to the contract to maintain any action, suit, or proceeding on the contract; or
(3)
The foreign LLC from defending any action, suit, or proceeding in any court of the state of Tennessee.
(g)
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.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 84.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 246 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-246-101 — 48-246-602) › Part 6 - CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT CERTIFICATE OF AUTHORITY (§§ 48-246-601 — 48-246-602) › Section 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.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 85.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-102 - Mandatory forms and filing methods

(a)
Mandatory Forms.
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 16, eff. 6/22/2020.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-104 - Correcting filed document

(a)
A domestic or foreign LLC may correct a document filed with the office of the secretary of state if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, certified, or acknowledged.
(b)
A document is corrected:
(1)
By 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)
By delivering the articles of correction to the office of 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 1994, ch. 868, § 1; 1995, ch. 403, § 88.