reglab/statecodes huggingface dataset:
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 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-24-301 — 48-24-304) › Section 48-24-303 - Receivership or custodianship

(a)
A court of record having equity jurisdiction in a judicial proceeding brought to dissolve a corporation 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 corporation. 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 corporation and all of its property wherever located.
(b)
The court may appoint an individual or a domestic or foreign corporation (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 corporation 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 corporation in all courts of this state;
(2)
The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation 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 corporation and its shareholders 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 corporation or proceeds from the sale of the assets.
Acts 1986, ch. 887, § 14.32.
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 24 - DISSOLUTION (§§ 48-24-101 — 48-24-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-24-301 — 48-24-304) › Section 48-24-304 - Decree of dissolution

(a)
If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in §
48-24-301
exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file it.
(b)
After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's business and affairs in accordance with §
48-24-105
and the notification of claimants in accordance with §§
48-24-106
and
48-24-107
.
Acts 1986, ch. 887, § 14.33.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-101 - Authority to transact business required

(a)
A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b)
The following activities, among others, do not constitute transacting business within the meaning of subsection (a):
(1)
Maintaining, defending, or settling any proceeding, claim, or dispute;
(2)
Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3)
Maintaining bank accounts;
(4)
Maintaining offices or agencies for the transfer, exchange, and registration of the corporation'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 employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7)
Creating or acquiring indebtedness, deeds of trusts, 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 owner's 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.
(c)
The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.
Acts 1986, ch. 887, § 15.01.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-102 - Consequences of transacting business without authority

(a)
A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b)
The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority.
(c)
A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.
(d)
A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required.
(e)
An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) shall have been paid.
(f)
Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.
Acts 1986, ch. 887, § 15.02.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-103 - Application for certificate of authority

(a)
A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:
(1)
The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to §
48-25-106
;
(2)
The name of the state or country under whose law it is incorporated;
(3)
Its date of incorporation and period of duration, if other than perpetual;
(4)
The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(5)
The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office;
(6)
The names and business addresses, including the zip code, of its current directors and officers; and
(7)
A statement that it is a corporation for profit.
(b)
The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.
(c)
If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing.
Amended by 2014 Tenn. Acts, ch. 783,s 5, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 783,s 4, eff. 7/1/2014.
Acts 1986, ch. 887, § 15.03; 1987, ch. 273, § 48; 1989, ch. 451, § 24; 1991, ch. 188, § 7; 2010, ch. 741, § 8; 2012, ch. 1051, §§ 50, 51.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-104 - Amended certificate of authority

(a)
A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes:
(1)
Its corporate name;
(2)
The period of its duration; or
(3)
The state or country of its incorporation.
(b)
The requirements of §
48-25-103
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1986, ch. 887, § 15.04; 1989, ch. 451, § 25; 1991, ch. 188, § 5.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-105 - Effect of certificate of authority

(a)
A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 11-27 of this title.
(b)
A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 11-27 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c)
Chapters 11-27 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
(d)
This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the shareholders of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29.
Acts 1986, ch. 887, § 15.05.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-107 - Registered office and registered agent of foreign corporation

Each foreign corporation authorized to transact business in this state shall continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A)
An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B)
A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 2, eff. 7/1/2023.
Acts 1986, ch. 887, § 15.07.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-108 - Change of registered office or registered agent of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1)
Its name;
(2)
If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located;
(3)
If the current registered agent is to be changed, the name of its new registered agent; and
(4)
That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b)
If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile), and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
(c)
Each foreign corporation authorized to transact business in this state shall comply with §
48-15-101(b)
.
Amended by 2014 Tenn. Acts, ch. 783,s 6, eff. 7/1/2014.
Acts 1986, ch. 887, § 15.08; 1987, ch. 273, §§ 40, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 52.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-109 - Resignation of registered agent of foreign corporation

(a)
The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement of resignation may include a statement that the registered office is also discontinued.
(b)
The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1986, ch. 887, § 15.09.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-25-101 — 48-25-110) › Section 48-25-110 - Service on foreign corporation

(a)
The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation.
(b)
Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to §
48-15-105
.
(c)
This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Acts 1986, ch. 887, § 15.10; 1989, ch. 451, § 27.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 2 - WITHDRAWAL (§ 48-25-201) › Section 48-25-201 - Withdrawal of foreign corporation

(a)
A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.
(b)
A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:
(1)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(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 (b)(3); and
(5)
A commitment to notify the secretary of state in the future of any change in its mailing address.
(c)
The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(d)
The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(e)
After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).
Acts 1986, ch. 887, § 15.20; 1987, ch. 273, § 41; 2010, ch. 741, § 9.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-25-301 — 48-25-305) › Section 48-25-301 - Grounds for revocation

The secretary of state may commence a proceeding under §
48-25-302
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(1)
The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due;
(2)
The foreign corporation is without a registered agent or registered office in this state for two (2) months or more;
(3)
The foreign corporation does not inform the secretary of state under §
48-25-108
or §
48-25-109
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;
(4)
The name of the foreign corporation contained in a document filed pursuant to chapters 11-27 of this title fails to comply with §
48-25-106
;
(5)
An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing;
(6)
The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger;
(7)
The foreign corporation is exceeding the authority conferred upon it by this chapter; or
(8)
The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment.
Acts 1986, ch. 887, § 15.30; 1987, ch. 273, § 42; 1989, ch. 451, § 28.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-25-301 — 48-25-305) › Section 48-25-302 - Procedure for and effect of revocation

(a)
If the secretary of state determines that one (1) or more grounds exist under §
48-25-301
for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under §
48-25-110
, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to §
48-25-301(6)
and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under §
48-25-110
, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under §
48-25-110
, except that the certificate may be sent by first class mail.
(c)
The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.
(d)
The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with §
48-15-105
.
(e)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
(f)
Nothing herein shall be deemed to repeal or modify §
67-4-2116
or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof.
Acts 1986, ch. 887, § 15.31; 1989, ch. 451, § 29; 2012, ch. 1051, § 53.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-25-301 — 48-25-305) › Section 48-25-303 - Reinstatement following administrative revocation

(a)
A foreign corporation whose certificate of authority is administratively revoked under §
48-25-302
may apply to the secretary of state for reinstatement. The application must:
(1)
Contain a confirmation of good standing relative to such foreign corporation;
(2)
Recite the name of the corporation 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 corporate name that satisfies the requirements of §
48-14-101
.
(b)
(1)
If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under §
48-15-104
.
(2)
If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name.
(c)
When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred.
Acts 1986, ch. 887, § 15.32; 1987, ch. 273, § 43; 1989, ch. 451, § 30; 1991, ch. 188, § 10; 2000, ch. 572, § 1; 2010, ch. 741, §§ 10, 11; 2011, ch. 99, § 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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-25-301 — 48-25-305) › Section 48-25-304 - Appeal from denial of reinstatement

(a)
If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§
48-15-104
and
48-15-105
with a notice that explains the reason or reasons for denial.
(b)
The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial.
(c)
The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate.
(d)
The court's final decision may be appealed as in other civil proceedings.
Acts 1986, ch. 887, § 15.33; 2012, ch. 1051, § 54.
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 25 - FOREIGN CORPORATIONS (§§ 48-25-101 — 48-25-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-25-301 — 48-25-305) › Section 48-25-305 - Certificate of withdrawal following administrative revocation

(a)
When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth:
(1)
The name of the foreign corporation and the name of the state or country under whose law it is incorporated;
(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 foreign corporation shall provide any additional information in its application requested by the commissioner or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.
(c)
The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.
(d)
After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a).
Acts 1989, ch. 451, § 31; 2010, ch. 741, § 12.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-101 - Corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class and series, if any, of shares showing the number, class, and series, if any, of shares held by each shareholder.
(d)
A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(e)
A corporation shall keep a copy of the following records at its principal office:
(1)
Its charter or restated charter and all amendments thereto currently in effect;
(2)
Its bylaws or restated bylaws and all amendments to them currently in effect;
(3)
Resolutions adopted by its board of directors creating one (1) or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;
(4)
The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years;
(5)
All written communications to shareholders generally within the past three (3) years, including any financial statements prepared for the past three (3) years under §
48-26-201
;
(6)
A list of the names and business addresses of its current directors and officers; and
(7)
Its most recent annual report delivered to the secretary of state under §
48-26-203
.
Acts 1986, ch. 887, § 16.01.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-102 - Inspection of records by shareholders

(a)
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in §
48-26-101(e)
, if the shareholder gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.
(b)
A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the shareholder meets the requirements of subsection (c) and gives the corporation written notice of the shareholder's demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:
(1)
Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (a);
(2)
Accounting records of the corporation; and
(3)
The record of shareholders.
(c)
A shareholder may inspect and copy the records described in subsection (b) only if:
(1)
The shareholder's demand is made in good faith and for a proper purpose;
(2)
The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(3)
The records are directly connected with the shareholder's purpose.
(d)
The right of inspection granted by this section may not be abolished or limited by a corporation's charter or bylaws.
(e)
This section does not affect:
(1)
The right of a shareholder to inspect records under §
48-17-201
or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(2)
The power of a court, independently of chapters 11-27 of this title, to compel the production of corporate records for examination.
(f)
For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf.
Acts 1986, ch. 887, § 16.02; 2012, ch. 1051, § 55.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-103 - Scope of inspection right

(a)
A shareholder's agent or attorney has the same inspection and copying rights as the shareholder the agent or attorney represents.
(b)
The right to copy records under §
48-26-102
includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
(c)
The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(d)
The corporation may comply with a shareholder's demand to inspect the record of shareholders under §
48-26-102(b)(3)
by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
Acts 1986, ch. 887, § 16.03.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-104 - Court - ordered inspection

(a)
If a corporation does not allow a shareholder who complies with §
48-26-102(a)
to inspect and copy any records required by that subsection to be available for inspection, a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(b)
If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with §
48-26-102(b) and (c)
may apply to the court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c)
If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs (including reasonable counsel fees) incurred to obtain the order if the shareholder proves that the corporation refused inspection without a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(d)
If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
Acts 1986, ch. 887, § 16.04.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-105 - Inspection of record by directors

(a)
A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation.
(b)
The chancery court of the county where the corporation's principal office (or if none in this state, its registered officer) is located may order inspection and copying of the books, records and documents at the corporation's expense, upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection (b) on an expedited basis.
(c)
If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's expenses incurred in connection with the application.
Acts 2012, ch. 1051, § 56.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 1 - RECORDS (§§ 48-26-101 — 48-26-106) › Section 48-26-106 - Exception to notice requirements

(a)
Whenever notice would otherwise be required to be given under chapters 11-27 of this title to a shareholder, such notice need not be given if:
(1)
Notices to shareholders of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable and could not be delivered; or
(2)
All, but not less than two (2), payments of dividends on securities during a twelve-month period, or two (2) consecutive payments of dividends on securities during a period of more than twelve (12) months, have been sent to such shareholder at such shareholder's address as shown on the records of the corporation and have been returned undeliverable or could not be delivered.
(b)
If any such shareholder delivers to the corporation a written notice setting forth such shareholder's then current address, the requirement that notice be given to such shareholder shall be reinstated.
Acts 2012, ch. 1051, § 56.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 2 - REPORTS (§§ 48-26-201 — 48-26-203) › Section 48-26-201 - Financial statements for shareholders

(a)
A corporation shall prepare annual financial statements, which may be consolidated or combined statements of the corporation and one (1) or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of changes in shareholders' equity for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis. If requested in writing by any shareholder, the corporation shall furnish such statements to the shareholder as set out in subsection (c).
(b)
If the annual financial statements are reported upon by a public accountant, the public accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(1)
Stating the president's or other person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(2)
Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
(c)
A corporation shall mail the annual financial statements to each requesting shareholder within one (1) month after notice of the request; provided, that with respect to the financial statements for the most recently completed fiscal year, the statements shall be mailed to the shareholder within four (4) months after the close of the fiscal year.
Acts 1986, ch. 887, § 16.20.
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 26 - RECORDS AND REPORTS (§§ 48-26-101 — 48-26-203) › Part 2 - REPORTS (§§ 48-26-201 — 48-26-203) › Section 48-26-202 - Other reports to shareholders

(a)
If a corporation indemnifies or advances expenses to a director under §
48-18-502
, §
48-18-503
, §
48-18-504
or §
48-18-505
in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the shareholders with or before the notice of the next shareholders' meeting.
(b)
If a corporation issues or authorizes the issuance of shares for promissory notes or for promises to render services in the future, the corporation shall report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before the notice of the next shareholders' meeting.
Acts 1986, ch. 887, § 16.21.
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 27 - TRANSITION PROVISIONS (§§ 48-27-101 — 48-27-103) › Section 48-27-102 - Application to qualified foreign corporations

A foreign corporation authorized to transact business in this state on January 1, 1988, is subject to chapters 11-27 of this title, but is not required to obtain a new certificate of authority to transact business under chapters 11-27 of this title.
Acts 1986, ch. 887, § 17.02; 1987, ch. 273, § 49.
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 27 - TRANSITION PROVISIONS (§§ 48-27-101 — 48-27-103) › Section 48-27-103 - Saving provisions

(a)
Except as provided in subsection (b), the repeal of a statute by chapters 11-27 of this title does not affect:
(1)
The operation of the statute or any action taken under it before its repeal and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after January 1, 1988, in accordance with the prior statute; provided, that such certificate or document is received by the secretary of state or other recording official on or before April 30, 1988. Any certificate or document recorded or filed pursuant to this subdivision (a)(1) shall pay the fee required by §
48-11-303
for such recording or filing;
(2)
Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3)
Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(4)
Any proceeding commenced, or reorganization or dissolution authorized by the board of directors, under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b)
If a penalty or punishment imposed for violation of a statute repealed by chapters 11-27 of this title is reduced by chapters 11-27 of this title, the penalty or punishment if not already imposed shall be imposed in accordance with chapters 11-27 of this title.
Acts 1986, ch. 887, § 17.03; 1987, ch. 273, §§ 49, 50.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-101 - Short title

This chapter shall be known and may be cited as the "For-Profit Benefit Corporation Act."
Added by 2015 Tenn. Acts, ch. 497,s 1, eff. 1/1/2016.
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 28 - FOR-PROFIT BENEFIT CORPORATION ACT (§§ 48-28-101 — 48-28-109) › Section 48-28-102 - Applicability - Governing law

This chapter applies to all for-profit benefit corporations. If a corporation, organized under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, elects to become a for-profit benefit corporation under this chapter in the manner prescribed in this chapter, the corporation shall continue to be subject in all respects to the Tennessee Business Corporation Act, except to the extent that this chapter imposes additional or different requirements, in which case the requirements of this chapter shall apply.
Added by 2015 Tenn. Acts, ch. 497, s 1, eff. 1/1/2016.