reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1106 - Approval of merger

(a)
A plan of merger is not effective unless the plan has been approved:
(1)
By a domestic merging limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
(2)
In a record, by each partner of a domestic merging limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless:
(A)
The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and
(B)
The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
A merger involving a domestic merging entity that is not a limited partnership is not effective unless the merger is approved by that entity in accordance with the entity's organic law.
(c)
A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1107 - Amendment or abandonment of plan of merger

(a)
A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan.
(b)
A domestic merging limited partnership may approve an amendment of a plan of merger:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which the plan may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change:
(A)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by the interest holders of any party to the plan;
(B)
The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or
(C)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(c)
After a plan of merger has been approved and before the articles of merger becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited partnership may abandon the plan in the same manner as the plan was approved.
(d)
If a plan of merger is abandoned after articles of merger have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the articles of merger become effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of each party to the plan of merger;
(2)
The date on which the articles of merger were filed by the secretary of state; and
(3)
A statement that the merger has been abandoned in accordance with this section.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s25, s26 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1108 - Articles of merger - Effective date of merger

(a)
Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(b)
Articles of merger must contain:
(1)
The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2)
The name, jurisdiction of formation, and type of entity of the surviving entity;
(3)
A statement that the merger was approved by each domestic merging entity, if any, in accordance with §§
61-3-1104
- 61-3-1109 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4)
If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5)
If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6)
If the surviving entity is created by the merger and is a domestic limited liability partnership, its application for registration, as an attachment.
(c)
In addition to the requirements of subsection (b), articles of merger may contain any other provision not prohibited by law.
(d)
If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the law of this state, except that the public organic record does not need to be signed.
(e)
If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all cases, the merger becomes effective on the later of:
(1)
The date and time provided by the organic law of the surviving entity; or
(2)
When the articles are effective.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 27, s 28 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1110 - Conversion authorized

(a)
By complying with §§
61-3-1111
- 61-3-1115, a domestic limited partnership may become:
(1)
A domestic entity that is a different type of entity; or
(2)
A foreign entity that is a different type of entity, if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(b)
By complying with the provisions of §§
61-3-1111
- 61-3-1115 applicable to foreign entities, a foreign entity may become a domestic limited partnership if the conversion is authorized by the law of the foreign entity's jurisdiction of formation.
(c)
If a protected agreement contains a provision that applies to a merger of a domestic limited partnership but does not refer to a conversion, the provision applies to a conversion of the partnership as if the conversion were a merger until the provision is amended after the date the entity becomes subject to this chapter pursuant to §
61-3-1207
.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1111 - Plan of conversion

(a)
A domestic limited partnership may convert to a different type of entity under this section and §§
61-3-1112
- 61-3-1115 by approving a plan of conversion. The plan must be in a record and contain:
(1)
The name of the converting limited partnership;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
The manner of converting the interests in the converting limited partnership into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4)
The proposed public organic record of the converted entity if it will be a filing entity;
(5)
The private organic rules of the converted entity that are proposed to be in a record when the conversion is effective;
(6)
Any other terms and conditions of the conversion not otherwise set forth in the private organic rules of the converting limited partnership or the law of this state; and
(7)
Any other provision required by the law of this state or the partnership agreement of the converting limited partnership.
(b)
In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1112 - Approval of conversion

(a)
A plan of conversion is not effective unless it has been approved:
(1)
By a domestic converting limited partnership, the affirmative vote or consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the vote or consent is to be effective; and
(2)
In a record, by each partner of a domestic converting limited partnership that will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless:
(A)
The partnership agreement of the partnership provides in a record for the approval of a conversion or a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all of the partners; and
(B)
The partner voted for or consented in a record to that provision of the partnership agreement or became a partner after the adoption of that provision.
(b)
A conversion involving a domestic converting entity that is not a limited partnership is not effective unless it is approved by the domestic converting entity in accordance with its organic law.
(c)
A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1113 - Amendment or abandonment of plan of conversion

(a)
A plan of conversion of a domestic converting limited partnership may be amended:
(1)
In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2)
By its partners in the manner provided in the plan, but a partner that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change:
(A)
The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the partners of the converting partnership under the plan;
(B)
The public organic record, if any, or private organic rules of the converted entity that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or
(C)
Any other terms or conditions of the plan, if the change would adversely affect the partner in any material respect.
(b)
After a plan of conversion has been approved by a domestic converting limited partnership and before articles of conversion become effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic converting limited partnership may abandon the plan in the same manner as the plan was approved.
(c)
lf a plan of conversion is abandoned after articles of conversion have been delivered to the secretary of state for filing and before the articles become effective, a statement of abandonment, signed by the converting entity, shall be delivered to the secretary of state for filing before the articles of conversion become effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1)
The name of the converting limited partnership;
(2)
The date on which the articles of conversion were filed by the secretary of state; and
(3)
A statement that the conversion has been abandoned in accordance with this section.
Amended by 2018 Tenn. Acts, ch. 575,Secs.s29, s30 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 11 - MERGER AND CONVERSION (§§ 61-3-1101 — 61-3-1115) › Section 61-3-1114 - Articles of conversion - Effective date of conversion

(a)
Articles of conversion must be signed by the converting entity and delivered to the secretary of state for filing.
(b)
Articles of conversion must contain:
(1)
The name, jurisdiction of formation, and type of entity of the converting entity;
(2)
The name, jurisdiction of formation, and type of entity of the converted entity;
(3)
If the converting entity is a domestic limited partnership, a statement that the plan of conversion was approved in accordance with §§
61-3-1112
- 61-3-1115 or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign entity in accordance with the law of its jurisdiction of formation;
(4)
If the converted entity is a domestic filing entity, its public organic record, as an attachment; and
(5)
If the converted entity is a domestic limited liability partnership, its application for registration, as an attachment.
(c)
In addition to the requirements of subsection (b), articles of conversion may contain any other provision not prohibited by law.
(d)
If the converted entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e)
If the converted entity is a domestic limited partnership, the conversion becomes effective when articles of conversion are effective. In all other cases, the conversion becomes effective on the later of:
(1)
The date and time provided by the organic law of the converted entity; and
(2)
When the articles are effective.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 31, s 32, s 33 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1201 - Uniformity of application and construction

In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. The rule that statutes in derogation of the common law are to be strictly construed does not apply to this chapter.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1202 - Relation to electronic signatures in global and national commerce act

This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act (
15 U.S.C. § 7001
et seq.) but does not modify, limit, or supersede
15 U.S.C. § 7001(c)
or authorize electronic delivery of any of the notices described in
15 U.S.C. § 7003(b)
.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1203 - Savings clause

This chapter does not affect an action commenced, proceeding brought, or right accrued before January 1, 2018.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1204 - Severability clause

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to that end the provisions of this chapter are severable.
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1205 - Fees

(a)
The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing:
(1)
Annual report for secretary of state - $20.00;
(2)
Application for use of indistinguishable name - $20.00;
(3)
Application for reservation of limited partnership name - $20.00;
(4)
Notice of transfer of reserved name - $20.00;
(5)
Notice of cancellation of reserved name - $20.00;
(6)
Statement of change of registered agent/office (by domestic/foreign limited partnership) - $20.00;
(7)
Statement of change of registered office of limited partnership (by agent) - $5.00 per limited partnership, but not less than $20.00;
(8)
Statement of resignation of registered agent for limited partnership - $20.00;
(9)
Certificate of limited partnership (including designation of initial registered office and agent) - $100;
(10)
Amendment to the certificate of limited partnership - $20.00;
(11)
Certificate of cancellation of limited partnership - $20.00;
(12)
Restated certificate of limited partnership - $20.00;
(13)
Amended and restated certificate of limited partnership - $20.00;
(14)
Articles of merger of limited partnership - $100;
(15)
Application for registration of foreign limited partnership (including designation of initial registered office and agent) - $600;
(16)
Application for amended registration of foreign limited partnership - $20.00;
(17)
Certificate of cancellation of registration of foreign limited partnership - $20.00;
(18)
Certificate of correction - $20.00;
(19)
Execution, amendment or cancellation of limited partnership by judicial order - No Fee;
(20)
Application for certificate of existence or registration of limited partnership - $20.00;
(21)
Application for reinstatement - $70.00;
(22)
Statement of dissolution - $20.00;
(23)
Statement of withdrawn or rescinded dissolution of limited partnership - $20.00;
(24)
Application for or change, cancellation, or renewal of assumed name - $20.00; and
(25)
Any other document required or permitted to be filed by this chapter - $20.00.
(b)
The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under this chapter. The party to a proceeding causing service of process is entitled to recover this fee as costs if the party prevails in the proceeding.
(c)
The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign limited partnership. All copies must be certified or validated by the secretary of state.
Amended by 2023 Tenn. Acts, ch. 96, s 3, eff. 7/1/2023.
Amended by 2018 Tenn. Acts, ch. 575, Secs.s 34, s 35 eff. 3/16/2018.
Added by 2017 Tenn. Acts, ch. 440, s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 61 - PARTNERSHIPS (§§ 61-1-101 — 61-3-1207) › Chapter 3 - TENNESSEE UNIFORM LIMITED PARTNERSHIP ACT OF 2017 (§§ 61-3-101 — 61-3-1207) › Part 12 - MISCELLANEOUS PROVISIONS (§§ 61-3-1201 — 61-3-1207) › Section 61-3-1206 - Short title

This chapter shall be known and may be cited as the "Tennessee Uniform Limited Partnership Act of 2017."
Added by 2017 Tenn. Acts, ch. 440,s 1, eff. 1/1/2018.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-101 - Short title

This chapter shall be known and may be cited as the "Tennessee Accountancy Act of 1998."
Acts 1980, ch. 518, § 1; 1998, ch. 700, § 1.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-102 - Legislative intent

It is the policy of this state, and the purpose of this chapter, to promote the reliability of information that is used for guidance in financial transactions or for accounting for or assessing the financial status or performance of commercial, noncommercial and governmental enterprises. The public interest requires that persons professing special competence in accountancy or offering assurance as to the reliability or fairness of presentation of such information shall have demonstrated their qualifications to do so and that persons who have not demonstrated and maintained such qualifications not be permitted to represent themselves as having such special competence or to offer such assurance, that the conduct of persons licensed as having special competence in accountancy be regulated in all aspects of their professional work, that a public authority competent to prescribe and assess the qualifications and to regulate the conduct of licensees be established, and that the use of titles that have a capacity or tendency to deceive the public as to the status or competence of the persons using such titles be prohibited.
Acts 1980, ch. 518, § 2; 1987, ch. 351, § 9; 1997, ch. 68, § 1; 1998, ch. 700, § 1.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-104 - State board of accountancy - Creation - Membership - Terms

(a)
There is created a state board of accountancy.
(b)
(1)
The board shall be composed of eleven (11) members appointed by the governor.
(2)
Nine (9) of the members shall be certified public accountants holding a certificate issued by, and residing in, this state.
(3)
Appointments of certified public accountants to the board shall be made in a manner so as to provide equal representation from each of the three (3) grand divisions of this state.
(4)
One (1) member shall be an attorney licensed to practice in the highest court of the state.
(5)
One (1) member shall be a public member possessing expertise in one (1) or more significant portions of the board's regulated activities.
(6)
Neither the attorney nor the public member shall be the holder of a certified public accountant's certificate or a license to practice as a public accountant.
(7)
The public member must be a resident of this state and have reached the age of majority prior to appointment.
(8)
Certified public accountants shall be appointed to the board by the governor from a list of qualified certified public accountants submitted by the Tennessee Society of Certified Public Accountants.
(9)
In making appointments to the board, the governor shall strive to ensure that at least one (1) person serving on the board is sixty (60) years of age or older and that at least one (1) person serving on the board is a member of a racial minority.
(c)
(1)
Each board member's term shall be for three (3) years.
(2)
Members of the board shall not be eligible to serve more than three (3) successive complete terms.
(3)
Vacancies occurring during a term shall be filled by appointment for the unexpired term.
(4)
Upon expiration of a member's term of office, the member shall continue to serve until a successor is appointed.
(5)
The governor shall remove from the board any member for neglect of duty or other just cause.
Acts 1980, ch. 518, § 4; 1988, ch. 1013, § 26; 1989, ch. 443, § 2; 1997, ch. 68, § 3.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-109 - Persons certified under prior law

Persons who on October 1, 1998, held licenses as public accountants issued under prior law of this state shall be entitled to have their registrations renewed upon fulfillment of the continuing professional education requirements for renewal of certificates set out in §
62-1-107
and on the renewal cycle and payment of fees there prescribed for renewal of certificates. Any registration not so renewed shall expire three (3) years after October 1, 1998. Firms of public accountants holding permits to practice as firms of public accountants issued under prior law of this state shall be entitled to have their permits to practice renewed pursuant to the procedures and subject to the requirements for renewal of permits to practice for firms of certified public accountants set out in §
62-1-108
. So long as the public accountant licensees hold valid registrations and permits to practice, they shall be entitled to perform attest services to the same extent as holders of certificates and other holders of permits, and, in addition, they shall be entitled to use the title "public accountants" and "PA," but no other title. The holder of a registration issued under this section may only perform attest services in a firm that holds a permit issued under §
62-1-108
.
Acts 1998, ch. 700, § 4.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-110 - Appointment of secretary of state as agent for process

Application by a person or a firm not a resident of this state for a certificate under §
62-1-107
or a permit to practice under §
62-1-108
shall constitute appointment of the secretary of state as the applicant's agent upon whom process may be served in any action or proceeding against the applicant arising out of any transaction or operation connected with or incidental to services performed by the applicant while a licensee within this state.
Acts 1998, ch. 700, § 4.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-112 - Injunctions and restraining orders

(a)
(1)
Whenever, in the judgment of the board, any person has engaged in any acts or practices that constitute a violation of this chapter, the board may make application to the appropriate court in Davidson County or in the county in which the acts occurred, or are alleged to have occurred, for an order enjoining those acts or practices.
(2)
Upon a showing by the board that the person has engaged in any such acts or practices, an injunction, restraining order or other such order as may be appropriate may be granted by the court without bond.
(b)
"Person," as used in this section, includes a sole proprietorship, partnership or any other form of business organization authorized under the laws of this or any other state.
Acts 1980, ch. 518, § 12; 1999, ch. 65, § 6.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-114 - Criminal prosecution by attorney general and reporter - Penalties

(a)
Whenever, by reason of an investigation conducted pursuant to this chapter or otherwise, the board has reason to believe that any person or firm has knowingly engaged in acts or practices that constitute a violation of §
62-1-113
, the board may bring its information to the attention of the attorney general of any state or other appropriate law enforcement officer who may, in the officer's discretion, cause appropriate criminal proceedings to be brought on the violation.
(b)
Any person or firm who knowingly violates §
62-1-113
commits a Class C misdemeanor.
Acts 1998, ch. 700, § 6.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-115 - Accountant's records as personal property

(a)
Subject to §
62-1-116
, all statements, records, schedules, working papers and memoranda incident to or in the course of rendering services to a client, made by a licensee or a partner, shareholder, officer, director, member, manager or employee of a licensee, except the reports submitted by the licensee to the client and except for records that are part of the client's records, shall be and remain the property of the licensee in the absence of an express agreement between the licensee and the client to the contrary. No such statement, record, schedule, working paper or memorandum shall be sold, transferred or bequeathed without the consent of the client or the client's personal representative or assignee to anyone other than one (1) or more surviving partners, stockholders, members or new partners, new stockholders or new members of the licensee, or any combined or merged firm or successor in interest to the licensee. Nothing in this section should be construed as prohibiting any temporary transfer of working papers or other material necessary in the course of carrying out peer reviews or as otherwise interfering with the disclosure of information pursuant to §
62-1-116
.
(b)
A licensee shall furnish to a client or former client, upon request and reasonable notice:
(1)
A copy of the licensee's working papers, to the extent that the working papers include records that would ordinarily constitute part of the client's records and are not otherwise available to the client; and
(2)
Any accounting or other records belonging to or obtained from or on behalf of the client that the licensee removed from the client's premises or received for the client's account. The licensee may make and retain copies of the documents of the client when they form the basis for work done by the licensee.
(c)
Nothing in this section shall require a licensee to keep any working papers beyond the period prescribed in any other applicable statute.
Acts 1980, ch. 518, § 15; 1998, ch. 700, § 7.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-116 - Confidential information

(a)
Licensees shall not divulge, nor shall they in any manner be required to divulge, any information that is communicated to them or obtained by them by the reason of the confidential nature of their employment. The information shall be deemed confidential; provided, however, that nothing in this subsection (a) shall be construed as prohibiting the disclosure of information required to be disclosed by the standards of the public accounting profession in reporting on the examination of financial statements or as prohibiting disclosures in investigations or proceedings under this chapter, in ethical investigations conducted by private professional organizations or in the course of peer reviews, or to other persons active in the organization performing services for that client on a need to know basis or to persons in the entity who need this information for the sole purpose of assuring quality control. Disclosure of confidential information pursuant to this subsection (a) shall not constitute a waiver of the confidential nature of the information for any other purpose.
(b)
Information derived as a result of such professional employment is deemed to be confidential, except that nothing in this chapter shall be construed as modifying, changing or affecting the criminal or bankruptcy laws of this state or of the United States.
Acts 1980, ch. 518, § 16; 1998, ch. 700, § 8; 1999, ch. 65, §§ 7, 8, 9.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-118 - Modification of suspension, revocation or refusal to renew license - Reissuance of license

(a)
In any case where the board has suspended or revoked a license or refused to renew a license, the board may, upon application in writing by the person or firm affected and for good cause shown, modify the suspension or reissue the license.
(b)
The board shall by rule specify the manner in which applications shall be made, the times within which they shall be made and the circumstances in which hearings will be held on the applications.
(c)
Before reissuing or terminating the suspension of a license under this section, and as a condition to the reissuing or termination of suspension, the board may require the applicant to show successful completion of specified continuing professional education; and the board may make the reinstatement of a license conditional and subject to satisfactory completion of a peer review conducted in the fashion that the board may specify.
Acts 1998, ch. 700, § 9.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-120 - Hearings and judicial review

The Uniform Administrative Procedures Act, compiled in title 4, chapter 5, governs all matters and procedures respecting the hearing and judicial review of any contested case arising under this chapter.
Acts 1980, ch. 451, § 11.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-121 - Fund of the state board of accountancy

(a)
Notwithstanding any other law to the contrary, all moneys collected pursuant to this chapter shall be deposited in the state treasury in a separate fund to be known as the fund of the state board of accountancy.
(b)
Disbursements from the fund shall be made solely for the purpose of defraying expenses incurred in the implementation and enforcement of this chapter.
(c)
No such expenses shall be payable from the general fund of the state.
(d)
Any part of the fund of the state board of accountancy remaining at the end of a fiscal year shall not revert to the general fund, but shall be carried forward until expended in accordance with this chapter.
(e)
The board shall budget annually in advance its expenditures for programs, services, allocated overhead or charge backs and other normal operating expenses as determined by the board. These expenditures so established shall be budgeted at the beginning of the year by the board, not to exceed the fees to be received by the board, including the excesses accumulated in the fund of the board. The commissioner of finance and administration shall inform the board annually, in advance for budgeting purposes, the allocation of all overhead or charge backs to the board.
(f)
Subject to approval of the comptroller of the treasury and the commissioner of finance and administration, the board may also contract for services to carry out this chapter.
Acts 1989, ch. 443, § 23; 1995, ch. 446, § 2; 1998, ch. 700, § 10.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-122 - Payments to obtain clients or for referrals

(a)
(1)
A licensee shall neither pay any consideration or commission to obtain a client nor accept any consideration or commission for the referral of a client to others when the licensee or the licensee's firm also performs for that client any of the following:
(A)
An audit or review of a financial statement;
(B)
A compilation of a financial statement when the licensee expects, or reasonably might expect, that a third party will use the financial statement and the licensee's compilation does not disclose a lack of independence; or
(C)
An examination of prospective financial information.
(2)
The prohibition in subdivision (a)(1) applies during the period in which the licensee is engaged to perform any of the services listed in subdivision (a)(1) and the period covered by any historical financial statements involved in the services listed in subdivision (a)(1).
(b)
A licensee who is not prohibited by subdivision (a)(1) from performing services or receiving consideration or a commission and who is paid or expects to be paid consideration or a commission shall disclose that fact in compliance with the requirements of this section to any person who the licensee recommends or refers a product or service to which the commission relates.
(c)
Any licensee who accepts consideration or a commission for a referral shall disclose the acceptance or payment to the client in compliance with the requirements of this section.
(d)
The board shall promulgate regulations specifying the terms of the disclosures required by subsections (b) and (c) and the manner in which the disclosures shall be made. The regulations shall comply with the following:
(1)
The disclosure must be in writing and be clear and conspicuous;
(2)
The disclosure must state the amount of the consideration or commission or must state the basis on which it will be computed; and
(3)
The disclosure must be made at or prior to the time of the recommendation or referral of the product or service for which consideration or commission is paid or prior to the client retaining the licensee to whom the client has been referred for which a referral fee is paid.
(e)
Nothing in this section shall be construed to prohibit:
(1)
Payments for the purchase of all, or a part, of an accounting practice;
(2)
Retirement payments to persons formerly engaged in the practice of accountancy or payments to the heirs or estates of those persons; or
(3)
Payments, including incentive or bonus payments, to employees or members of an accounting firm as compensation for their services.
Acts 1990, ch. 927, § 3; 1994, ch. 674, § 25; 1997, ch. 68, § 10; 1998, ch. 700, § 11.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-123 - Contingent fee arrangements

(a)
As used in this section, "contingent fee" means a fee established for the performance of any service pursuant to an arrangement under which a fee will not be charged unless a specified finding or result is attained or under which the amount of the fee is otherwise dependent upon the finding or result of such service. "Contingent fee" does not mean a fee fixed by a court or other public authority or a fee related to any tax matter that is based upon the results of a judicial proceeding or the findings of a governmental agency.
(b)
(1)
A licensee shall not receive or agree to receive a contingent fee from a client for the following:
(A)
Performance of any professional services for a client for whom the licensee or person associated with the licensee performs any of the following:
(i)
An audit or review of a financial statement;
(ii)
A compilation of a financial statement when the licensee expects, or reasonably might expect, that a third party will use the financial statement and the licensee's compilation does not disclose a lack of independence; or
(iii)
An examination of prospective financial information; or
(B)
Preparation of an original tax return.
(2)
This prohibition applies during the period in which the licensee is engaged to perform any of the services listed in subdivision (b)(1) and the period covered by any historical financial statements involved related to those services.
(c)
Any licensee who accepts or agrees to accept a contingent fee shall disclose the terms of the contingent fee to the client in compliance with the requirements of this section.
(d)
The board shall promulgate regulations specifying the terms of the disclosures required by subsection (c) and the manner in which the disclosures shall be made. The regulations shall comply with the following:
(1)
The disclosure must be in writing and be clear and conspicuous;
(2)
The disclosure must state the amount of the contingent fee or must state the basis on which the contingent fee will be computed; and
(3)
The disclosure must be made at or prior to the time the licensee undertakes representation of or performance of the service upon which a contingent fee will be charged.
(e)
Nothing in this section shall be construed to prohibit:
(1)
Payments for the purchase of all, or a part, of an accounting practice;
(2)
Retirement payments to persons formerly engaged in the practice of accountancy or payments to the heirs or estates of those persons; or
(3)
Payments, including incentive or bonus payments, to employees or members of an accounting firm as compensation for their services.
Acts 1990, ch. 927, § 3; 1997, ch. 68, § 11; 1998, ch. 700, § 11.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 1 - GENERAL PROVISIONS (§§ 62-1-101 — 62-1-125) › Section 62-1-125 - Notice to board of material changes in licensee's status or other information

(a)
Every licensee shall notify the board in writing within thirty (30) days of:
(1)
Any material change in the information previously furnished to or required to be furnished to the board, including, but not limited to, the holder's name or mailing address;
(2)
Any conviction by a court of competent jurisdiction of a felony; or
(3)
The limitation, suspension or revocation of the right to practice public accountancy by any state board of accountancy or any other state, federal or international agency.
(b)
Every office registered pursuant to §
62-1-113
shall notify the board in writing within thirty (30) days of any change of address or location of the office.
Acts 1997 , ch. 68, § 12.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 2 - REVIEW COMMITTEES (§§ 62-1-201 — 62-1-203) › Section 62-1-201 - Peer review

(a)
As used in this part, unless the context otherwise requires, "review committee" means any person or persons carrying out, administering or overseeing peer review.
(b)
The board shall require, by rule, as a condition to renewal of permits under this section, that applicants enroll in a board approved peer review program and undergo at least once every three (3) years, peer reviews conducted in the manner that the board specifies. The review shall include a verification that individuals in the firm who are responsible for supervising attest services and sign or authorize someone to sign the accountant's report on the financial statements on behalf of the firm meet the experience requirements set out in the professional standards for those services; provided, that the rule:
(1)
Shall include reasonable provision for compliance by an applicant showing that the applicant has, within the preceding three (3) years, undergone a peer review that is a satisfactory equivalent to peer review generally required pursuant to this subsection (b);
(2)
May require, with respect to any organization administering peer review programs contemplated by this section, that the organization be subject to evaluations by the board or the board's designee, to periodically assess the effectiveness of the peer review program under its charge;
(3)
Shall require with respect to peer reviews contemplated by this section that licensees timely remit any peer review documents as specified by board rule or upon board request and that such documents be maintained by the board pursuant to §
62-1-116
; and
(4)
Shall require, with respect to peer reviews contemplated by subdivision (b)(1), that the peer review processes be operated, and documents maintained, in a manner designed to preserve confidentiality under §§
62-1-116
and
62-1-202
and that no third party, other than the board or the board's designee, shall have access to documents furnished or generated in the course of the peer review.
Amended by 2016 Tenn. Acts, ch. 595, s 3, eff. 3/10/2016.
Acts 1998, ch. 700, § 13.
2023 Tennessee Code › Title 62 - PROFESSIONS, BUSINESSES AND TRADES (§§ 62-1-101 — 62-76-203) › Chapter 1 - TENNESSEE ACCOUNTANCY ACT OF 1998 (§§ 62-1-101 — 62-1-203) › Part 2 - REVIEW COMMITTEES (§§ 62-1-201 — 62-1-203) › Section 62-1-202 - Review committees - Confidentiality of records and proceedings - Scope of confidentiality

(a)
The proceedings, records, and work papers of a review committee shall be privileged and confidential and shall not be subject to discovery, subpoena, or other means of legal process or introduction into evidence in any civil action, arbitration, or administrative proceeding other than a state board of accountancy proceeding; and no member of the review committee or person who was involved in the peer review process shall be permitted or required to testify in any civil action, arbitration, or administrative proceeding other than a state board of accountancy proceeding as to any matters produced, presented, disclosed, or discussed during or in connection with the peer review process or as to any findings, recommendations, evaluations, opinions, or other actions of the committees or any member of the committees; provided, that information, documents, or records that are publicly available are not immune from discovery or use in any civil action, arbitration, administrative proceeding, or state board of accountancy proceeding merely because they were presented or considered in connection with the peer review process.
(b)
The privilege created by this part also does not apply to materials prepared in connection with a particular engagement merely because they happen to be subsequently presented or considered as part of the peer review process, nor does it apply to disputes between review committees and persons or firms subject to a peer review arising from the performance of the peer review.
Amended by 2016 Tenn. Acts, ch. 595,s 4, eff. 3/10/2016.
Acts 1991, ch. 274, § 1; 1998, ch. 700, § 14.