reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-105 - Filing duty of secretary of state

(a)
If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of §
48-247-101
, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
(b)
The secretary of state files a document by stamping or otherwise endorsing "Filed", together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§
48-208-103
, and
48-228-203
, the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgment of receipt if no fee is required, attached, to the domestic or foreign LLC or its representative in due course. A domestic or foreign LLC or its representative may present to the office of the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy "Filed", together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document.
(c)
If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign LLC or its representative immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal.
(d)
The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not:
(1)
Affect the validity or invalidity of the document in whole or in part;
(2)
Relate to the correctness or incorrectness of information contained in the document;
(3)
Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4)
Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e)
Any LLC document that meets the requirements of chapters 201-248 of this title and all applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 17, eff. 6/22/2020.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-106 - Appeal from secretary of state's refusal to file document

(a)
If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file.
(b)
The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.
(c)
The court's final decision may be appealed as in other civil proceedings.
(d)
Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-107 - Evidentiary effect of copy of filed document

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-108 - Penalty for signing false document

(a)
A person commits a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing.
(b)
The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-109 - Effective time and date of document

(a)
Effective Date.
Except as provided in subsection (b), §§
48-203-102
and
48-247-104(c)
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; and
(2)
At the time specified in the document as its effective time on the date it is filed.
(b)
Delayed Effective Date.
A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the office of the secretary of state.
(c)
Requirement of Registered Agent.
The office of the secretary of state shall not file any articles or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with §
48-208-101
. The office of the secretary of state shall not file any other document presented by the LLC for filing under chapters 201-248 of this title if at the time of filing the domestic or foreign LLC does not have a registered agent and registered office designated at such time, unless at the time such document is received for filing the office of the secretary of state also receives for filing a statement designating such registered agent or registered office or both.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-110 - Penalty for transacting business in Tennessee in violation of articles

In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for §
48-247-103(d)
it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual filing fee, less the amount actually paid, for each year or part thereof in which it actually does business in Tennessee.
Acts 1995, ch. 403, § 87.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 1 - FILING DOCUMENTS (§§ 48-247-101 — 48-247-111) › Section 48-247-111 - Certificate of existence

(a)
Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.
(b)
A certificate of existence or authorization sets forth:
(1)
The domestic LLC's name or the foreign LLC's name used in this state;
(2)
That:
(A)
The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or
(B)
The foreign LLC is authorized to transact business in this state;
(3)
That all fees, taxes and penalties owed to this state have been paid, if:
(A)
Payment is reflected in the records of the secretary of state or the department of revenue; and
(B)
Nonpayment allows:
(i)
Administrative dissolution of a domestic LLC; or
(ii)
Administrative revocation of the certificate of authority of a foreign LLC;
(4)
That its most recent annual report required by §
48-228-203
has been filed with the secretary of state;
(5)
(A)
For a domestic LLC:
(i)
That articles of termination have not been filed and a decree of termination has not been filed; and
(ii)
Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(B)
For a foreign LLC:
(i)
That a certificate of cancellation of certificate of authority has not been filed; and
(ii)
Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6)
That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7)
Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c)
Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.
Acts 2010, ch. 742, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 2 - SECRETARY OF STATE (§§ 48-247-201 — 48-247-202) › Section 48-247-201 - Powers

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 201-248 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 201-248 of this title, and the power to destroy any records in the secretary of state's office concerning a domestic or foreign LLC ten (10) years after such LLC has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 247 - FILING DOCUMENTS AND SECRETARY OF STATE (§§ 48-247-101 — 48-247-202) › Part 2 - SECRETARY OF STATE (§§ 48-247-201 — 48-247-202) › Section 48-247-202 - Deputies of secretary of state

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 201-248 of this title is the equivalent of the act of the secretary of state; provided, that the deputy signs the name of the secretary of state by such deputy as deputy.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 1 - GENERAL (§§ 48-248-101 — 48-248-104) › Section 48-248-101 - Applicability

Chapters 201-248 of this title apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with this chapter.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 1 - GENERAL (§§ 48-248-101 — 48-248-104) › Section 48-248-102 - Chapter definitions

As used in this chapter, unless the context otherwise requires:
(1)
"Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC;
(2)
"Domestic professional LLC" means a professional LLC formed under chapters 201-248 of this title;
(3)
"Foreign professional LLC" means a foreign LLC formed for the purpose of rendering professional services under a law other than the law of this state;
(4)
"Law" includes rules promulgated in accordance with §
48-248-603
;
(5)
"Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(6)
"Professional LLC" or "PLLC" means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter;
(7)
"Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title; and
(8)
"Qualified person" means an individual, general partnership, professional corporation, professional association or PLLC that is eligible under §
48-248-401
to be a member of a PLLC.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 89.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 1 - GENERAL (§§ 48-248-101 — 48-248-104) › Section 48-248-103 - Formation

(a)
One (1) or more persons acting as organizers may form a PLLC by delivering to the secretary of state for filing articles that also state it is a PLLC; its purpose is to render specified professional services; and a statement that the PLLC has one (1) or more qualified persons as members and no disqualified persons as members.
(b)
An LLC organized under a general law of this state whose articles have not been repealed by chapters 201-248 of this title may elect professional LLC status by amending its articles to comply with subsection (a) and §
48-248-301
.
Acts 1994, ch. 868, § 1; 2000, ch. 587, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 1 - GENERAL (§§ 48-248-101 — 48-248-104) › Section 48-248-104 - Purposes

(a)
Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under §
48-248-103
solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession.
(b)
An LLC may elect professional LLC status under §
48-248-103(b)
for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by chapters 201-248 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
(c)
Notwithstanding subsections (a) and (b), if an LLC is formed to provide professional services in states other than Tennessee, such LLC may elect professional LLC status under §
48-248-103
for the purpose of rendering professional service or services as permitted by the licensing boards of the states in which it will operate. Such PLLC shall, nevertheless, be required to file reports and other information as may be required by the applicable licensing boards of Tennessee to establish or confirm that the PLLC is not providing professional services in Tennessee.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 90.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 2 - POWERS (§§ 48-248-201 — 48-248-203) › Section 48-248-201 - Powers

(a)
Except as provided in subsection (b) or otherwise limited by this chapter, a PLLC has the powers enumerated in §
48-212-101
.
(b)
A PLLC may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the PLLC's articles.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 2 - POWERS (§§ 48-248-201 — 48-248-203) › Section 48-248-202 - Rendering of professional services

(a)
A domestic or foreign LLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b)
Subsection (a) does not:
(1)
Require an individual employed by a PLLC to be licensed to perform services for the PLLC if a license is not otherwise required;
(2)
Prohibit a licensed individual from rendering professional services in the individual's individual capacity, although the individual is a member, manager, employee or agent of a domestic or foreign PLLC; or
(3)
Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign PLLC in this state, if not prohibited by the licensing authority.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 2 - POWERS (§§ 48-248-201 — 48-248-203) › Section 48-248-203 - Professions and other business allowed to be rendered

(a)
A PLLC may not render any professional service or engage in any business other than the professional service and business authorized by its articles.
(b)
Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 3 - NAME (§ 48-248-301) › Section 48-248-301 - Name

(a)
The name of a domestic PLLC and of a foreign PLLC registered in this state, in addition to satisfying the requirements of chapters 207 and 246 of this title (except the requirement that the name include the words "limited liability company" or "LLC"):
(1)
Must contain the words "professional limited company," "professional limited liability company" or "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C.," or such abbreviations without punctuation, or "L.L.P.C." except in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the foregoing, the designations allowed by the jurisdiction in which the PLLC was formed or organized;
(2)
Must not contain the word "corporation" or "incorporated" or an abbreviation of either or both of these words;
(3)
May not contain language stating or implying that it is organized for a purpose other than that authorized by §
48-248-104
and its articles.
(b)
Chapters 207 and 246 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a member or former member of the domestic or foreign PLLC or the name of an individual who was associated with a predecessor of the PLLC.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 91.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-402 - Transfers

(a)
Subject to §§
48-218-101
and
48-218-102
, a member of a PLLC may transfer, assign or pledge such member's financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs qualified under §
48-248-401
; provided, that nothing in this section shall be construed as prohibiting such a member from pledging the financial rights of that member's membership interest to a financial institution as collateral for a loan.
(b)
A transfer, assignment or pledge of the financial rights, governance rights or membership interests made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-403 - Disqualification of members

If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than the right to receive any distribution to which such member may be entitled under the articles or an operating agreement or §
48-216-101(d)
. If any member, manager, agent or employee of a PLLC organized under this chapter who has been rendering professional service to the public becomes legally disqualified to render those professional services within this state, that member, manager, agent or employee shall immediately sever all professional employment and professional relationships with, and financial interests in, that PLLC. A PLLC's failure to require compliance with this provision shall constitute a ground for the forfeiture of its articles and its dissolution by the secretary of state or, in the case of a foreign professional PLLC, for the revocation of its certificate of authority in this state.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 93.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-404 - Managers

If persons other than qualified persons are permitted by the licensing authority to serve as governors, if any, or managers of a PLLC, not less than one half (1/2) of the governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-405 - Privilege

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this chapter. The privilege applies to a domestic or foreign PLLC and to its members and employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the PLLC and the person receiving the services.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-406 - Liability

(a)
Each individual who renders professional services as a member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions to the same extent as if the person rendered the services as a sole practitioner. A member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is not liable, however, for the conduct of other members, holders of financial interests, governors, managers, employees or agents of the PLLC unless such person is also at fault.
(b)
A domestic or foreign PLLC whose members, governors, managers, employees or other agents perform professional services within the scope of their employment or of their apparent authority to act for the PLLC is liable to the same extent as such members, governors, managers, employees or other agents.
(c)
Except as otherwise provided by this chapter, the personal liability of a member, holder of financial interests, governor, manager, employee or other agent of a domestic or foreign PLLC is no greater in any respect than the liability of a member, holder of financial interests, governor, manager, employee or other agent of an LLC organized under chapters 201-248 of this title.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-407 - Mergers

(a)
A PLLC may merge with or into any other business entity permitted to render the professional services of the PLLC in this state in the same manner and to the same extent as LLCs under chapter 244, part 1 of this title.
(b)
If the surviving business entity is an LLC and is to render professional services in this state, it must comply with this chapter.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-408 - Cessation of professional services

If a PLLC ceases to render professional services, it must amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of chapters 207 and 246 of this title. After the amendment becomes effective, the PLLC may continue in existence as an LLC under chapters 201-248 of this title and it is no longer subject to this chapter.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 4 - ELIGIBLE MEMBERS, TRANSFERS, ETC (§§ 48-248-401 — 48-248-409) › Section 48-248-409 - Dissolution

The attorney general and reporter may commence a proceeding under §
48-245-902
to dissolve a PLLC if:
(1)
The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC in accordance with §
48-208-104
, that it has violated or is violating a provision of this chapter;
(2)
The PLLC does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice in accordance with §
48-208-104
; and
(3)
The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it properly notified the PLLC of the violation, and that the PLLC did not correct it, or demonstrate that it did not occur, within sixty (60) days after service of the notice, in accordance with §
48-208-104
.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 5 - FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-501 — 48-248-504) › Section 48-248-501 - Foreign professional limited liability companies

(a)
Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b)
A foreign PLLC may not register unless:
(1)
Its name satisfies the requirements of §
48-248-301
;
(2)
It is organized for one (1) or more of the purposes referenced in and satisfies the requirements of §
48-248-104
; and
(3)
All of its members, all of its governors (or their equivalent), if any, and all managers (or their equivalent) are licensed in one (1) or more states to render a professional service described in its articles; provided, that if the licensing authority of this state permits persons other than qualified persons to serve as governors, if any, or managers of a PLLC, not less than one half (1/2) of its governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
(c)
A foreign PLLC is not required to obtain a certificate of authority in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 94.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 5 - FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-501 — 48-248-504) › Section 48-248-502 - Application for a certificate of authority

The application of a foreign PLLC for a certificate of authority in this state shall contain the information required in §
48-246-301
; state it is a PLLC; state its purpose is to render specified professional services; and include a statement that the requirements of §
48-248-501(b)(3)
are satisfied.
Acts 1994, ch. 868, § 1; 1995, ch. 403, § 95.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 5 - FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-501 — 48-248-504) › Section 48-248-503 - Revocation

The secretary of state may administratively revoke the certificate of authority of a foreign PLLC authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in the PLLC's articles certifies to the secretary of state that the PLLC has violated or is violating a provision of this chapter and describes the violation in the certification.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 5 - FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-501 — 48-248-504) › Section 48-248-504 - Offense - Penalty

(a)
A person commits a Class B misdemeanor, punishable by a fine of not more than five hundred dollars ($500), if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.
(b)
The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-601 - Delivery of articles to licensing authority

A domestic or foreign PLLC may not render professional services in this state until it delivers a certified copy of its articles (or equivalent) and, if a foreign PLLC, a certified copy of its certificate of authority to transact business in this state to each licensing authority with jurisdiction over a professional service described in the articles.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-602 - Annual statement

(a)
If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees and/or members of the PLLC, each domestic PLLC, and each foreign PLLC registered in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the PLLC's articles an annual statement of qualification setting forth:
(1)
The names and usual business addresses of its members, managers and governors (or their equivalent), if any; and
(2)
Information required by rule promulgated by the licensing authority to determine compliance with this chapter and other rules promulgated under it.
(b)
The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic LLC became a PLLC, or a foreign PLLC was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-603 - Rules

Each licensing authority is empowered to promulgate rules expressly authorized by this chapter if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-604 - Jurisdiction of licensing authority

This chapter does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct except, notwithstanding any other provision of chapters 201-248 of this title, this chapter expressly provides that persons engaged in a professional service are expressly authorized to form a PLLC in which to conduct their business and limit their liability for the acts of others.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-605 - Amendment of existing laws and right to practice profession in other forms

Notwithstanding any other provision of chapters 201-248 of this title, the laws of this state relating to the regulation of professional services are hereby amended and superseded to the extent such laws are inconsistent as to form of organization with the provision of chapters 201-248 of this title, and are deemed amended to permit the provision of professional services within this state by PLLCs. This chapter does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 248 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-248-101 — 48-248-606) › Part 6 - DELIVERY OF ARTICLES (§§ 48-248-601 — 48-248-606) › Section 48-248-606 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of this chapter at any time and all domestic and foreign professional limited liability companies subject to this chapter are governed by the amendment or repeal.
Acts 1994, ch. 868, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-101 - Short title

This chapter shall be known and may be cited as the "Tennessee Revised Limited Liability Company Act."
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-105 - Ultra vires actions

(a)
Limit on power to challenge.
Except as provided in subsection (b), the validity of an LLC's action may not be challenged on the ground that the LLC lacks or lacked the power to act.
(b)
Challenge of power.
An LLC's power to act may be challenged in a proceeding by:
(1)
A member against the LLC to enjoin the act;
(2)
The LLC, directly, derivatively or through a receiver, trustee or other personal representative, against an incumbent or former director, manager, employee, agent or member of the LLC, as applicable; or
(3)
The attorney general and reporter under §
48-249-617
.
(c)
Derivative action.
In a member's proceeding, under subdivision (b)(1), to enjoin an unauthorized LLC act, the court may enjoin or set aside the act, if equitable, and if all affected persons are parties to the proceeding, and may award damages for loss suffered by the LLC or another party because of enjoining the unauthorized act.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-107 - Reserved name

(a)
Reserving a name.
A person may reserve the exclusive right to use a name for a domestic or foreign LLC, including an assumed name, by filing an application with the secretary of state. The application shall set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for meets the requirements of §
48-249-106
and is available, the secretary of state shall reserve the name for the applicant's exclusive use for a four-month period. Upon the expiration of the four-month period, the same party, or any other party, may apply to reserve the same name.
(b)
Transfer of reserved name.
The person holding the right to use a name reserved under this section, including an assumed name, may transfer the reservation to another person by filing a notice of the transfer with the secretary of state, signed by the person holding the right to use the reserved name, that states the reserved name being transferred and the name and address of the transferee.
(c)
Cancellation of reserved name.
The reservation of a specific name may be cancelled by filing a notice with the secretary of state, executed by the person holding the right to use the reserved name, specifying the reserved name being cancelled and the name and address of the person holding the right to use the reserved name.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-108 - Registered name

(a)
Name registration.
A foreign LLC may register its name, an assumed name under which it transacts business, or its name with any addition under §
48-249-106(a)
, if the name is distinguishable upon the records of the secretary of state, as required by §
48-249-106(b)
.
(b)
Process for name registration.
A foreign LLC may register its name, its assumed name, or its name with any addition under §
48-249-106(a)
, by filing an application with the secretary of state:
(1)
Setting forth the applicant's name, its assumed name, or its name with any addition under §
48-249-106(a)
and the jurisdiction of its formation; and
(2)
Accompanied by a certificate of existence, or a document of similar import, from the jurisdiction of formation, bearing a date that is not more than one (1) month prior to the date the application is filed with the secretary of state.
(c)
Effective date of registration.
The name is registered for the applicant's exclusive use upon the effective date of the application, and until the end of the calendar year in which the registration occurs.
(d)
Renewal of registered name.
A foreign LLC for which a name registration is effective may renew the registered name for successive years, by filing a renewal application with the secretary of state that complies with the requirements of subsection (b), between October 1 and December 31 of the year prior to the year for which the renewal will be effective.
(e)
Use of registered name.
A foreign LLC for which a name registration is effective may apply for authority to transact business in this state as a foreign LLC under that name, or consent in writing to the use of that name by a domestic LLC, or another foreign LLC authorized or applying for authority to transact business in this state. The registration terminates when the foreign LLC becomes authorized to transact business in this state, or when the consent to the use of the registered name becomes effective.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 17, 18.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-109 - Registered office and registered agent

(a)
Registered office and agent.
Each domestic and foreign LLC shall continuously maintain in this state:
(1)
A registered office, which may be the same as any of its places of business; and
(2)
A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A)
An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B)
A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b)
New registered agent required.
If a registered agent resigns or is unable to perform the required duties, the affected domestic or foreign LLC shall promptly designate another registered agent, to the end that each domestic LLC and each foreign LLC authorized to transact business in this state shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 6, eff. 7/1/2023.
Acts 2005, ch. 286, § 1.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › LIMITED LIABILITY COMPANIES (§§ 48-201-101 — 48-250-115) › Chapter 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 1 - GENERAL PROVISIONS (§§ 48-249-101 — 48-249-116) › Section 48-249-110 - Change of registered office or registered agent

(a)
Change in registered office or agent by LLC.
A domestic or foreign LLC may change its registered office or registered agent by filing a statement of change with the secretary of state that sets forth:
(1)
The name of the domestic or foreign LLC;
(2)
If the current registered office is to be changed, the street address of the new registered office, including the zip code, and the county in which the office is located;
(3)
If the current registered agent is to be changed, the name of the new registered agent; and
(4)
A statement that, after the change or changes are made, the street addresses of the registered office and the business office of its registered agent will be identical.
(b)
Change in registered office by registered agent.
If a registered agent changes the street address of such registered agent's business office, the registered agent may change the street address of the registered office of any domestic or foreign LLC for which the registered agent is the registered agent, by notifying the affected domestic or foreign LLC in writing of the change, and by signing, either manually or by facsimile, and by filing a statement with the secretary of state that complies with the requirements of subsection (a), and that recites that the affected domestic or foreign LLC has been notified of the change.
Acts 2005, ch. 286, § 1.