reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-306 - 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 this section, 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 §§
48-15-103
,
48-25-109
, and
48-26-203
, 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 corporation or its representative in due course. A domestic or foreign corporation or its representative may present to 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 corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's 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 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 corporate document that meets the requirements of chapters 11-27 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state.
Amended by 2020 Tenn. Acts, ch. 719, s 6, eff. 6/22/2020.
Acts 1986, ch. 887, § 1.35; 1987, ch. 273, §§ 15, 16; 2012, ch. 1051, § 14.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-307 - Appeal from secretary of state's refusal to file document

(a)
If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation 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 secretary of state's 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 1986, ch. 887, § 1.36.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-308 - 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 or other electronic format) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state.
Acts 1986, ch. 887, § 1.37; 1987, ch. 273, § 17; 2012, ch. 1051, § 15.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-309 - Certificate of existence or authorization

(a)
Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.
(b)
A certificate of existence or authorization sets forth:
(1)
The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;
(2)
That:
(A)
The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or
(B)
The foreign corporation 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 corporation; or
(ii)
Administrative revocation of the certificate of authority of a foreign corporation;
(4)
That its most recent annual report required by §
48-26-203
has been filed with the secretary of state;
(5)
(A)
For a domestic corporation:
(i)
That articles of termination of existence have not been filed;
(ii)
Whether or not articles of dissolution have been filed and remain effective;
(iii)
Whether or not a certificate of dissolution has been filed and remains effective; and
(iv)
That a decree of judicial dissolution has not been filed;
(B)
For a foreign corporation:
(i)
That a certificate of withdrawal 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 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 qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
Acts 1986, ch. 887, § 1.38; 1987, ch. 273, § 18; 1991, ch. 188, § 12; 1994, ch. 776, § 5; 2010, ch. 742, § 1; 2011, ch. 99, § 25.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 3 - FILING DOCUMENTS (§§ 48-11-301 — 48-11-310) › Section 48-11-310 - Penalty for signing false document

A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.
Acts 1986, ch. 887, § 1.39; 1989, ch. 591, §§ 1, 6.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 4 - SECRETARY OF STATE (§§ 48-11-401 — 48-11-402) › Section 48-11-401 - Powers

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 11-27 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 11-27 of this title, and the power to destroy any records in the secretary of state's office concerning the domestic or foreign corporation ten (10) years after such corporation has dissolved, withdrawn from the state, or has had its certificate of authority revoked.
Acts 1986, ch. 887, § 1.40; 1987, ch. 273, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 11 - GENERAL PROVISIONS (§§ 48-11-101 — 48-11-402) › Part 4 - SECRETARY OF STATE (§§ 48-11-401 — 48-11-402) › Section 48-11-402 - 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 11-27 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.
Acts 1986, ch. 887, § 1.41.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-101 - Incorporators

One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as agent, the incorporator's legal representative may act.
Acts 1986, ch. 887, § 2.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-102 - Charter

(a)
The charter must set forth:
(1)
A corporate name for the corporation that satisfies the requirements of §
48-14-101
;
(2)
The number of shares the corporation is authorized to issue;
(3)
The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office;
(4)
The name and address and zip code of each incorporator;
(5)
The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);
(6)
Information required by chapter 16 of this title; and
(7)
A statement that the corporation is for profit.
(b)
The charter may set forth:
(1)
The names and addresses of the individuals who are to serve as the initial directors;
(2)
Provisions not inconsistent with law:
(A)
Stating the purpose or purposes for which the corporation is organized;
(B)
Regarding the management of the business and regulating the affairs of the corporation; or
(C)
Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;
(3)
(A)
A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:
(i)
For any breach of the director's duty of loyalty to the corporation or its shareholders;
(ii)
For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or
(iii)
Under §
48-18-302
;
(B)
No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a "director" are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to §
48-18-101(c)
; and
(4)
Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.
(c)
The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title.
Amended by 2014 Tenn. Acts, ch. 783,s 2, eff. 7/1/2014.
Amended by 2014 Tenn. Acts, ch. 783,s 1, eff. 7/1/2014.
Acts 1986, ch. 887, § 2.02; 1987, ch. 273, §§ 20, 21, 48; 1991, ch. 188, § 2; 1994, ch. 776, §§ 6-8; 2012, ch. 1051, §§ 16 - 18.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-103 - Incorporation

(a)
Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state.
(b)
The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
Acts 1986, ch. 887, § 2.03; 1987, ch. 273, § 22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-104 - Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 11-27 of this title, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who knew or reasonably should have known that there was no incorporation.
Acts 1986, ch. 887, § 2.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-105 - Organization of corporation

(a)
After incorporation:
(1)
If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;
(2)
If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon at least two (2) days' notice of the date, time, and place of the meeting to:
(A)
Elect directors and complete the organization of the corporation; or
(B)
Elect a board of directors who shall complete the organization of the corporation.
(b)
Action required or permitted by chapters 11-27 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken.
(c)
An organizational meeting may be held in or out of this state.
(d)
If the corporate existence of a corporation has begun pursuant to §
48-12-103
, no action of such corporation shall be invalid solely as a result of the failure to hold an organizational meeting or otherwise complete the organization of the corporation as contemplated in subsection (a).
Acts 1986, ch. 887, § 2.05; 1994, ch. 776, § 9.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-106 - Bylaws

(a)
The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b)
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter.
Acts 1986, ch. 887, § 2.06.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 12 - INCORPORATION (§§ 48-12-101 — 48-12-107) › Section 48-12-107 - Emergency bylaws

(a)
Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1)
Procedures for calling a meeting of the board of directors;
(2)
Quorum requirements for the meeting; and
(3)
Designation of additional or substitute directors.
(b)
All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c)
Corporate action taken in good faith in accordance with the emergency bylaws:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
(d)
An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
Acts 1986, ch. 887, § 2.07; 1987, ch. 273, § 23; 2012, ch. 1051, § 19.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 13 - PURPOSES AND POWERS (§§ 48-13-101 — 48-13-104) › Section 48-13-101 - Purposes

(a)
Every corporation incorporated under chapters 11-27 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the charter.
(b)
A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under chapters 11-27 of this title only if permitted by, and subject to all limitations of, the other statute.
Acts 1986, ch. 887, § 3.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 13 - PURPOSES AND POWERS (§§ 48-13-101 — 48-13-104) › Section 48-13-103 - Emergency powers

(a)
In anticipation of or during an emergency, the board of directors of a corporation may:
(1)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b)
During an emergency, unless emergency bylaws provide otherwise:
(1)
Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and
(2)
One (1) or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c)
Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1)
Binds the corporation; and
(2)
May not be used to impose liability on a corporate director, officer, employee, or agent.
Acts 1986, ch. 887, § 3.03; 1987, ch. 273, § 24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 13 - PURPOSES AND POWERS (§§ 48-13-101 — 48-13-104) › Section 48-13-104 - Ultra vires actions

(a)
Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b)
A corporation's power to act may be challenged in a proceeding by:
(1)
A shareholder against the corporation to enjoin the act;
(2)
The corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3)
The attorney general and reporter under §
48-24-301
.
(c)
In a shareholder's proceeding under subdivision (b)(1) to enjoin an unauthorized corporate 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 (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
Acts 1986, ch. 887, § 3.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 14 - NAME (§§ 48-14-101 — 48-14-103) › Section 48-14-102 - Reserved name

(a)
A person may reserve the exclusive use of a corporate name, including an assumed corporate name, by delivering an application to the secretary of state for filing. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the corporate name applied for meets the requirements of §
48-14-101
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 or any other party may apply to reserve the same name.
(b)
The owner of a reserved corporate name, including an assumed corporate name, may transfer the reservation to another person by delivering to the secretary of state a notice of the transfer signed by the owner that states the name and address of the transferee.
(c)
The reservation of a specific name may be cancelled by filing with the secretary of state a notice, executed by the applicant or transferee, specifying the name reservation to be cancelled and the name and address of the applicant or transferee.
Acts 1986, ch. 887, § 4.02; 1987, ch. 273, § 27; 1989, ch. 451, § 5.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 14 - NAME (§§ 48-14-101 — 48-14-103) › Section 48-14-103 - Registered name

(a)
A foreign corporation may register its corporate name, or an assumed corporate name under which it transacts business, or its corporate name with any addition pursuant to §
48-25-106
, if the name is distinguishable upon the records of the secretary of state from the corporate names that are not available under §
48-14-101(b)
.
(b)
A foreign corporation registers its corporate name, or its assumed corporate name, or its corporate name with any addition pursuant to §
48-25-106
, by delivering to the secretary of state for filing an application:
(1)
Setting forth its corporate name, its assumed corporate name, or its corporate name with any addition pursuant to §
48-25-106
, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged; and
(2)
Accompanied by a certificate of existence (or a document of similar import) from the state or country of incorporation, which certificate shall bear a date of not more than one (1) month prior to the date the application is filed in this state.
(c)
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 such registration occurs.
(d)
A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, which complies with the requirements of subsection (b), between October 1 and December 31 of the preceding year. The renewal application renews the registration for the following calendar year.
(e)
A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under chapters 11-27 of this title or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.
Acts 1986, ch. 887, § 4.03; 1987, ch. 273, § 28.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 15 - OFFICE AND AGENT (§§ 48-15-101 — 48-15-105) › Section 48-15-101 - Registered office and registered agent

(a)
Each corporation must continuously maintain in this state:
(1)
A registered office that may be the same as any of its places of business; and
(2)
A registered agent who maintains an office at the same street address as the registered office, and who may be:
(A)
An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(B)
A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
(b)
If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
Amended by 2023 Tenn. Acts, ch. 102,s 1, eff. 7/1/2023.
Acts 1986, ch. 887, § 5.01.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 15 - OFFICE AND AGENT (§§ 48-15-101 — 48-15-105) › Section 48-15-102 - Change of registered office or registered agent

(a)
A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1)
The name of the corporation;
(2)
If the current registered office is to be changed, the street address of the new registered office and the zip code for such office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), 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)
That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(b)
If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile) and delivering to the secretary of state for filing a statement that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change.
Amended by 2014 Tenn. Acts, ch. 783,s 3, eff. 7/1/2014.
Acts 1986, ch. 887, § 5.02; 1987, ch. 273, §§ 29, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 15 - OFFICE AND AGENT (§§ 48-15-101 — 48-15-105) › Section 48-15-103 - Resignation of registered agent

(a)
A registered agent may resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the registered agent's certification that the registered agent has mailed a copy thereof to the principal office of the corporation by certified mail. The statement may include a statement that the registered office is also discontinued.
(b)
The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state.
Acts 1986, ch. 887, § 5.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 15 - OFFICE AND AGENT (§§ 48-15-101 — 48-15-105) › Section 48-15-104 - Service on corporation

(a)
A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation.
(b)
Whenever a domestic or foreign corporation authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice or demand may be served.
(c)
Whenever a domestic or foreign corporation authorized to do business in this state is an employer within the meaning of the Workers' Compensation Law and such corporation is, for the purpose of such Workers' Compensation Law, self insured or a part of a self-insurance pool as provided in title 50, chapter 6, part 4, such corporation shall, for workers' compensation actions only, be required to appoint the commissioner of commerce and insurance and the commissioner's chief deputy, or their successors, as its true and lawful attorneys upon either of whom all lawful process in any such action or legal proceeding against it may be served as is required of insurance companies by §
56-2-103
.
(d)
This section does not prescribe the only means, or necessarily the required means, of serving a corporation.
Acts 1986, ch. 887, § 5.04; 1987, ch. 273, §§ 30, 47.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 1 - SHARES (§§ 48-16-101 — 48-16-104) › Section 48-16-101 - Authorized shares

(a)
The charter must prescribe the number of shares of each class that the corporation is authorized to issue. If more than one (1) class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by §
48-16-102
.
(b)
The charter must authorize:
(1)
One (1) or more classes of shares that together have unlimited voting rights; and
(2)
One (1) or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c)
The charter may authorize one (1) or more classes of shares that:
(1)
Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by chapters 11-27 of this title;
(2)
Are redeemable or convertible as specified in the charter:
(A)
At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
(B)
For cash, indebtedness, securities, or other property;
(C)
In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3)
Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4)
Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation; or
(5)
Have a par value; provided, that the mere recitation of a par value for shares shall not create a requirement for a minimum consideration for the issuance of any such shares or impose any other restriction on their issuance or create any other right or liability with respect thereto.
(d)
The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
(e)
Any of the voting rights, preferences, limitations and relative rights of any class or series of shares authorized under this section may be made dependent upon facts ascertainable outside the charter; provided, that the manner in which such facts shall operate upon the voting powers, preferences, limitations and relative rights is set forth in reasonable detail in the charter.
Acts 1986, ch. 887, § 6.01; 1994, ch. 776, §§ 10-13.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 1 - SHARES (§§ 48-16-101 — 48-16-104) › Section 48-16-102 - Terms of class or series determined by board of directors

(a)
If the charter so provides, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights (within the limits set forth in §
48-16-101
) of:
(1)
Any class of shares before the issuance of any shares of that class; or
(2)
One (1) or more series within a class before the issuance of any shares of that series.
(b)
Each series of a class must be given a distinguishing designation.
(c)
All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(d)
Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder action, that set forth:
(1)
The name of the corporation;
(2)
The text of the amendment determining the terms of the class or series of shares;
(3)
The date it was adopted; and
(4)
A statement that the amendment was duly adopted by the board of directors.
Acts 1986, ch. 887, § 6.02.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 1 - SHARES (§§ 48-16-101 — 48-16-104) › Section 48-16-103 - Issued and outstanding shares

(a)
A corporation may issue the number of shares of each class or series authorized by the charter. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or cancelled.
(b)
The reacquisition, redemption, or conversion of outstanding shares is subject to the limitation of subsection (c) and to §
48-16-401
.
(c)
At all times that shares of the corporation are outstanding, one (1) or more shares that together have unlimited voting rights and one (1) or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
Acts 1986, ch. 887, § 6.03.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 1 - SHARES (§§ 48-16-101 — 48-16-104) › Section 48-16-104 - Fractional shares

(a)
A corporation may:
(1)
Issue fractions of a share or pay in money the value of fractions of a share;
(2)
Arrange for disposition of fractional shares by the shareholders; and
(3)
Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by §
48-16-206(b)
.
(c)
The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d)
The board of directors may authorize the issuance of scrip, subject to any condition considered desirable, including that:
(1)
The scrip will become void if not exchanged for full shares before a specified date; and
(2)
The shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
Acts 1986, ch. 887, § 6.04.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-201 - Subscription for shares

(a)
A subscription for shares entered into before incorporation shall be in writing, and any such subscription shall be irrevocable for six (6) months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b)
The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c)
Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d)
If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty (20) days after the corporation sends written demand for payment to the subscriber.
(e)
A subscription agreement entered into after incorporation shall be in writing and is a contract between the subscriber and the corporation subject to §
48-16-202
.
Acts 1986, ch. 887, § 6.20.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-202 - Issuance of shares

(a)
The powers granted in this section to the board of directors may be reserved to the shareholders by the charter.
(b)
The board of directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other benefits to be received, or other securities of the corporation.
(c)
Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for shares to be issued is adequate. A decision by the board of directors to accept consideration for shares shall be deemed a determination that the consideration is adequate. A determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d)
When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable. For the purposes of this subsection (d), when and to the extent consideration for the issuance of shares consists of a promissory note or contract for services or other benefits, the corporation has received such consideration at the time such note is issued or contract is entered into.
(e)
The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits received. If the services are not performed, the note is not paid, or the benefits are not received, the shares escrowed or restricted and the distributions credited may be cancelled in whole or in part.
Acts 1986, ch. 887, § 6.21; 1994, ch. 776, §§ 14, 15.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-203 - Liability of shareholders

(a)
A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued (§
48-16-202
) or specified in a preincorporation subscription agreement (§
48-16-201
).
(b)
A shareholder of a corporation is not personally liable for the acts or debts of the corporation except that the shareholder may become personally liable by reason of the shareholder's own acts or conduct.
(c)
Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable for any unpaid portion of such consideration, but the transferor shall remain liable therefor, whether such assignment or transfer be voluntary or involuntary.
(d)
No person holding shares in any corporation as collateral security shall be personally liable as a shareholder, but the person pledging such shares shall be considered the holder thereof and shall be so liable. No executor, administrator, guardian, trustee, or other fiduciary shall be personally liable as a shareholder, but the estate and funds in the hands of such executor, administrator, guardian, trustee, or other fiduciary shall be liable.
Acts 1986, ch. 887, § 6.22.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-204 - Share dividends

(a)
Unless the charter provides otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one (1) or more classes or series. An issuance of shares under this subsection (a) is a share dividend.
(b)
Shares of one (1) class or series may not be issued as a share dividend in respect of shares of another class or series unless:
(1)
The charter so authorizes;
(2)
A majority of the votes entitled to be cast by the class or series to be issued approves the issue; or
(3)
There are no outstanding shares of the class or series to be issued.
(c)
If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
Acts 1986, ch. 887, § 6.23.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-206 - Form and content of certificate

(a)
Shares may but need not be represented by certificates. Unless chapters 11-27 of this title or another statute expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.
(b)
At a minimum each share certificate must state on its face:
(1)
The name of the issuing corporation and that it is organized under the laws of this state;
(2)
The name of the person to whom issued; and
(3)
The number and class of shares and the designation of the series, if any, the certificate represents.
(c)
If the issuing corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.
(d)
Each share certificate:
(1)
Shall be signed (either manually or in facsimile) by two (2) officers designated in the bylaws or by the board of directors; and
(2)
May bear the corporate seal or its facsimile.
(e)
If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
Acts 1986, ch. 887, § 6.25.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 16 - SHARES AND DISTRIBUTIONS (§§ 48-16-101 — 48-16-401) › Part 2 - ISSUANCE OF SHARES (§§ 48-16-201 — 48-16-209) › Section 48-16-207 - Shares without certificates

(a)
Unless the charter or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b)
Within a reasonable time after the issue or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates by §
48-16-206(b) and (c)
, and, if applicable, §
48-16-208
, except that no such written statement need be sent by a corporation in respect of shares that are not subject to any restriction on transfer described in §
48-16-208
and that are issued by a corporation subject to the reporting requirements of § 13 of the Securities Exchange Act of 1934 (
15 U.S.C. § 78m
).
Acts 1986, ch. 887, § 6.26.