reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 48-64-205 - Articles of termination following administrative dissolution or revocation

(a)
When a corporation, which has been administratively dissolved or has had its charter revoked, wishes to terminate its corporate existence, it may do so without first being reinstated by delivering to the secretary of state for filing articles of termination following administrative dissolution or revocation setting forth:
(1)
The name of the corporation;
(2)
The date that termination of corporate existence was authorized;
(3)
A statement that the resolution authorizing termination was duly adopted by the members or that approval by the members was not required, and that the resolution authorizing termination was adopted by a majority of the board of directors;
(4)
A copy of the resolution or the written consent authorizing the termination;
(5)
If approval of dissolution by some third person or persons other than the members, directors, or incorporators was required, a statement that such approval was obtained;
(6)
If the corporation is a public benefit corporation, a statement that notice to the attorney general and reporter required by §
48-64-103(a)
has been given; and
(7)
A statement that all the assets of the corporation have been distributed to its creditors and other parties authorized by chapters 51-68 of this title.
(b)
If the secretary of state finds that the articles of termination following administrative dissolution or revocation comply with the requirements of subsection (a), and if the articles are accompanied by a tax clearance for termination or withdrawal, then the secretary of state shall file the articles of termination following administrative dissolution or revocation. Upon such filing, the existence of the corporation shall cease. Unless a claim is barred pursuant to §
48-64-107
or §
48-64-108
, the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or members, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
Acts 1989, ch. 445, § 14; 2010, ch. 741, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 2 - ADMINISTRATIVE DISSOLUTION (§§ 48-64-201 — 48-64-206) › Section 48-64-206 - Reinstatement within certain amount of time - Amendment of charter - Application for reinstatement

A nonprofit corporation 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 charter 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 §
48-64-203
.
Added by 2016 Tenn. Acts, ch. 688,s 4, eff. 7/1/2016.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-64-301 — 48-64-304) › Section 48-64-302 - Procedure for judicial dissolution

(a)
Venue for a proceeding by the attorney general and reporter to dissolve a corporation lies in Davidson County. Venue for a proceeding brought by any other party named in §
48-64-301
lies in the county where a corporation's principal office (or, if none in this state, its registered office) is or was last located.
(b)
It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c)
A court in a proceeding brought to dissolve a corporation 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 corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
(d)
A person other than the attorney general and reporter who brings an involuntary dissolution proceeding for a public benefit corporation shall forthwith give written notice of the proceeding to the attorney general and reporter who may intervene.
Acts 1987, ch. 242, § 14.31.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-64-301 — 48-64-304) › Section 48-64-303 - 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 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), whether a nonprofit corporation or a corporation for-profit, 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; and
(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 members 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, 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 corporation or proceeds from the sale of the assets.
Acts 1987, ch. 242, § 14.32.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 64 - DISSOLUTION (§§ 48-64-101 — 48-64-304) › Part 3 - JUDICIAL DISSOLUTION (§§ 48-64-301 — 48-64-304) › Section 48-64-304 - Decree of dissolution

(a)
If after a hearing the court determines that one (1) or more grounds for judicial dissolution described in §
48-64-301
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 assets and affairs in accordance with §
48-64-105
and the notification of claimants in accordance with §§
48-64-106
and
48-64-107
.
Acts 1987, ch. 242, § 14.33.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-101 - Authority to transact business required

(a)
A foreign corporation 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 members 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 memberships or 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 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 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 that is not one in the course of repeated transactions of a like nature; and
(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 1987, ch. 242, § 15.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-102 - 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 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 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 1987, ch. 242, § 15.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-103 - 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 §
48-65-106
;
(2)
The name of the state or the 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, 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;
(7)
Whether the foreign corporation has members;
(8)
A statement that the corporation is not for-profit; and
(9)
Whether the corporation, if it had been incorporated in this state, would be a public benefit or mutual benefit corporation.
(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 application shall not be issued by the secretary of state until the foreign corporation submits a confirmation of good standing relative to such foreign corporation.
Amended by 2014 Tenn. Acts, ch. 899,s 79, eff. 1/1/2015.
Acts 1987, ch. 242, § 15.03; 1989, ch. 445, § 16; 1991, ch. 188, § 7; 2010, ch. 741, § 20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-104 - 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 §
48-65-103
for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.
Acts 1987, ch. 242, § 15.04; 1989, ch. 445, § 17; 1991, ch. 188, § 5.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-105 - 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 51-68 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 51-68 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character.
(c)
Chapters 51-68 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state.
(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 members of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29, part 1.
Acts 1987, ch. 242, § 15.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-107 - Registered office and registered agent of foreign corporation

Each foreign corporation authorized to transact business in this state must continuously maintain in this state:
(1)
A registered office that may be the same as its place 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 4, eff. 7/1/2023.
Acts 1987, ch. 242, § 15.07.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-108 - 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 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 §
48-55-101(b)
.
Amended by 2014 Tenn. Acts, ch. 899,s 80, eff. 1/1/2015.
Acts 1987, ch. 242, § 15.08; 1991, ch. 188, § 11.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-109 - Resignation of registered agent of foreign corporation

(a)
A registered agent may resign the agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the agent's certification that the agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued.
(b)
The agency is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1987, ch. 242, § 15.09.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 1 - CERTIFICATE OF AUTHORITY (§§ 48-65-101 — 48-65-110) › Section 48-65-110 - 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 §
48-55-105
.
(c)
This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation.
Acts 1987, ch. 242, § 15.10; 1989, ch. 445, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 2 - WITHDRAWAL (§ 48-65-201) › Section 48-65-201 - 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 the 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 1987, ch. 242, § 15.20; 2010, ch. 741, § 21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-65-301 — 48-65-305) › Section 48-65-301 - Grounds for revocation

The secretary of state may commence a proceeding under §
48-65-302
to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:
(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 §
48-65-108
or §
48-65-109
that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation or discontinuance;
(4)
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;
(5)
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;
(6)
The foreign corporation is exceeding the authority conferred upon it by this chapter;
(7)
The name of a foreign corporation contained in a document filed after January 1, 1988, fails to comply with provisions of §
48-65-106
; or
(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 1987, ch. 242, § 15.30; 1989, ch. 445, § 20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-65-301 — 48-65-305) › Section 48-65-302 - Procedures for and effect of revocation

(a)
If the secretary of state determines that one (1) or more grounds exist under §
48-65-301
for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with written notice of the secretary of state's determination under §
48-65-110
, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to §
48-65-301(5)
and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
(b)
If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under §
48-65-110
, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under §
48-65-110
, except that the certificate may be sent by first class mail.
(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 as the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with §
48-55-105
.
(e)
Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.
Acts 1987, ch. 242, § 15.31; 1989, ch. 445, § 21.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-65-301 — 48-65-305) › Section 48-65-303 - Reinstatement following administrative revocation

(a)
A foreign corporation whose certificate of authority is administratively revoked under §
48-65-302
may apply to the secretary of state for reinstatement. The application must:
(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 §
48-54-101
.
(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 this determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under §
48-55-104
.
(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 1987, ch. 242, § 15.32; 1989, ch. 445, § 22; 1991, ch. 188, § 10; 1999, ch. 117, § 2; 2000, ch. 572, § 2; 2010, ch. 741, §§ 22, 23; 2011, ch. 99, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-65-301 — 48-65-305) › Section 48-65-304 - 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 §§
48-55-104
and
48-55-105
with a written communication 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 1987, ch. 242, § 15.33.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 65 - FOREIGN CORPORATIONS (§§ 48-65-101 — 48-65-305) › Part 3 - REVOCATION OF CERTIFICATE OF AUTHORITY (§§ 48-65-301 — 48-65-305) › Section 48-65-305 - 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 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.
(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. 445, § 23; 2010, ch. 741, § 24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-101 - Corporate records

(a)
A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors in place of the board of directors as authorized by §
48-58-206(d)
.
(b)
A corporation shall maintain appropriate accounting records.
(c)
A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class showing the number of votes each member is entitled to vote.
(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 to it 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 relating to the characteristics, qualifications, rights, limitations and obligations of members or any class or category of members;
(4)
The minutes of all meetings of members and records of all actions approved by the members for the past three (3) years;
(5)
All written communications to members generally within the past three (3) years, including the financial statements furnished for the past three (3) years under §
48-66-201
;
(6)
A list of the names and business or home addresses of its current directors and officers; and
(7)
Its most recent annual report delivered to the secretary of state under §
48-66-203
.
Acts 1987, ch. 242, § 16.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-102 - Inspection of records by members

(a)
Subject to §
48-66-103(c)
, a member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the records of the corporation described in §
48-66-101(e)
if the member gives the corporation a written demand at least five (5) business days before the date on which the member wishes to inspect and copy.
(b)
A member is entitled to inspect and copy, during regular business hours and at a reasonable location specified by the corporation, any of the following records of the corporation if the member meets the requirements of subsection (c) and gives the corporation written notice at least five (5) business days before the date on which the member wishes to inspect and copy:
(1)
Excerpts from any records required to be maintained under §
48-66-101(a)
, to the extent not subject to inspection under subsection (a);
(2)
Accounting records of the corporation; and
(3)
Subject to §
48-66-105
, the membership list.
(c)
A member may inspect and copy the records identified in subsection (b) only if:
(1)
The member's demand is made in good faith and for a proper purpose;
(2)
The member describes with reasonable particularity the purpose and the records the member desires to inspect; and
(3)
The records are directly connected with the purpose for which the demand is made.
(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 member to inspect records under §
48-57-201
or, if the member is in litigation with the corporation, to the same extent as any other litigant; or
(2)
The power of a court, independently of chapters 51-68 of this title, to compel the production of corporate records for examination.
Amended by 2014 Tenn. Acts, ch. 899,s 82, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 81, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-103 - Scope of inspection rights

(a)
A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.
(b)
The right to copy records under §
48-66-102
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 member. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.
(d)
The corporation may comply with a member's demand to inspect the record of members under §
48-66-102(b)(3)
by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.
(e)
Copies may be provided through an electronic transmission if available and requested by the member.
Amended by 2014 Tenn. Acts, ch. 899,s 84, eff. 1/1/2015.
Amended by 2014 Tenn. Acts, ch. 899,s 83, eff. 1/1/2015.
Acts 1987, ch. 242, § 16.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-104 - Court-ordered inspection

(a)
If a corporation does not allow a member who complies with §
48-66-102(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 member.
(b)
If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with §
48-66-102(b) and (c)
may apply to 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 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 member's costs (including reasonable counsel fees) incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member 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 member.
Acts 1987, ch. 242, § 16.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-105 - Limitations on use of membership list

Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1)
Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2)
Used for any commercial purpose; or
(3)
Given or sold to or purchased by any person.
Acts 1987, ch. 242, § 16.05.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-106 - Notice excused as to members whose prior notices were returned as undeliverable - Reinstatement of notice requirement

(a)
Whenever notice would otherwise be required to be given under any provision of chapters 51-68 of this title to a member, the notice need not be given if notice of two (2) consecutive annual meetings, and all notices of meetings during the period between such two (2) consecutive annual meetings have been returned undeliverable or could not be delivered.
(b)
If a member delivers to the nonprofit corporation a notice setting forth the member's then-current address, the requirement that notice be given to that member is reinstated.
Added by 2014 Tenn. Acts, ch. 899,s 85, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-107 - Prohibited uses of membership lists - Mutual benefit corporation's election to proceed under 48 - 57 - 201

(a)
Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof may not be:
(1)
Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;
(2)
Used for any commercial purpose; or
(3)
Given or sold to or purchased by any person.
(b)
Instead of making a membership list available for inspection and copying pursuant to this part, a mutual benefit corporation may elect to proceed under the procedures set forth in §
48-57-201
.
Added by 2014 Tenn. Acts, ch. 899,s 85, eff. 1/1/2015.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › NONPROFIT CORPORATIONS (§§ 48-51-101 — 48-69-123) › Chapter 66 - RECORDS AND REPORTS (§§ 48-66-101 — 48-66-203) › Part 1 - RECORDS (§§ 48-66-101 — 48-66-108) › Section 48-66-108 - Inspection rights of director of corporation

(a)
A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time but not for any 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 office) 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.
Added by 2014 Tenn. Acts, ch. 899,s 86, eff. 1/1/2015.