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 249 - TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT (§§ 48-249-101 — 48-249-1133) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-910 - Reinstatement following administrative revocation

(a)
Application for reinstatement.
A foreign LLC whose certificate of authority is administratively revoked under §
48-249-909
may apply to the secretary of state for reinstatement. The application shall:
(1)
State the name of the foreign LLC at its date of administrative revocation;
(2)
State that the ground or grounds for revocation either did not exist or have been eliminated; and
(3)
State a name for the foreign LLC that satisfies the requirements of §
48-249-903
.
(b)
Certificate of Reinstatement.
(1)
If the secretary of state determines that the application:
(A)
Is accompanied by a confirmation of good standing relative to such foreign LLC; and
(B)
Contains the information required by subsection (a), and that the information is correct;
then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail.
(2)
If the foreign LLC name in subdivision (a)(3) is different from the foreign LLC name in subdivision (a)(1), the application for reinstatement shall constitute an amendment to the foreign LLC's certificate of authority, insofar as it pertains to the foreign LLC's name.
(c)
Relation Back of Reinstatement.
When the reinstatement is effective, it relates back to, and takes effect as of, the effective date of the administrative revocation, and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 45.
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 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-911 - Appeal from denial of foreign LLC's reinstatement

(a)
Notice of denial.
If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial.
(b)
Appeal of denial.
The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County, within thirty (30) days after service of the writing, by petitioning the court to set aside the revocation, and by attaching to the petition copies of the secretary of state's certificate of revocation, the foreign LLC's application for reinstatement, and the secretary of state's writing explaining the reason or reasons for denial.
(c)
Order of Reinstatement.
The court may summarily order the secretary of state to reinstate the certificate of authority of the foreign LLC, or may take other action the court considers appropriate.
(d)
Appeal of Court Decision.
The court's final decision may be appealed as in other civil proceedings.
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 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-912 - Cancellation of certificate of authority following administrative revocation

(a)
Certificate of cancellation.
When a foreign LLC that has had its certificate of authority revoked desires to withdraw from this state, it may do so without first being reinstated, by filing with the secretary of state a certificate of cancellation of certificate of authority following administrative revocation of a certificate of authority accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth:
(1)
The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed;
(2)
That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3)
That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4)
A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5)
A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(b)
Service of process after cancellation.
After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with §
48-249-113
; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with §
48-249-113
by the secretary of state.
Acts 2005, ch. 286, § 1; 2010, ch. 741, § 46; 2011, ch. 99, § 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 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-913 - Transaction of business without certificate of authority

(a)
Access to courts.
A foreign LLC transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority.
(b)
Successors and transferees.
The successor to a foreign LLC that transacted business in this state without a certificate of authority, and the transferee of a cause of action arising out of that business, may not maintain a proceeding on behalf of its predecessor or transferor based on a cause of action of its predecessor or transferor in any court in this state, until the foreign LLC or its successor obtains a certificate of authority.
(c)
Stay of proceedings.
A court may stay a proceeding commenced by a foreign LLC, its successor or transferee, until it determines whether the foreign LLC or its successor is required to obtain a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate of authority.
(d)
Fine.
A foreign LLC transacting business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part of each year during which the foreign LLC failed to have such certificate of authority.
(e)
Payment of fines before filing of application.
An application for a certificate of authority by a foreign LLC that has transacted business in this state without a certificate of authority shall not be filed with the secretary of state until all amounts due under subsection (d) have been paid.
(f)
Nonimpairment.
Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair:
(1)
The validity of any contract or act of the foreign LLC;
(2)
The right of any other party to the contract to maintain any proceeding on the contract; or
(3)
The foreign LLC from defending any proceeding in any court of this state.
(g)
Liability for debts.
A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC, solely by reason of the foreign LLC's having transacted business in this state without a valid certificate of authority.
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 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 48-249-901 — 48-249-914) › Section 48-249-914 - Enjoined from doing business

The attorney general and reporter shall, upon the attorney general and reporter's own motion, or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which a foreign LLC is transacting or has transacted business, to enjoin the foreign LLC, or any representative of the foreign LLC, from transacting any business in this state, if the foreign LLC has failed to obtain or maintain a certificate of authority, or if the foreign LLC has secured a certificate of authority from the secretary of state under §
48-249-904
on the basis of false or misleading representations. The reasonable attorney fees and expenses of such proceeding by the attorney general and reporter may be recovered from the foreign LLC, at the discretion of the court, if an injunction is obtained.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1001 - 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 LLCs subject to this chapter shall be governed by the amendment or repeal.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1002 - Applicability - Savings clause

(a)
Effective date; Savings clause.
(1)
This chapter applies to:
(A)
Every domestic LLC formed on or after January 1, 2006;
(B)
Any domestic LLC that was formed prior to January 1, 2006, and that has elected to be governed by this chapter pursuant to subsection (b); and
(C)
The outstanding and future interests in the respective domestic LLCs described in subdivisions (a)(1)(A) and (B).
(2)
If there are other specific statutory provisions that govern the formation of, impose restrictions or requirements on, confer special powers, privileges or authorities on or fix special procedures or methods for special categories of LLCs, then, to the extent such provisions are inconsistent with or different from this chapter, such provisions shall prevail.
(b)
Voluntary election by pre-2006 LLCs.
On or after January 1, 2006, a domestic LLC formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, may voluntarily elect to be governed by this chapter by amending its articles of organization to include the statement "This LLC elects to be governed by the Tennessee Revised Limited Liability Company Act," or a statement of like import. Such election and amendment to the articles of organization shall be approved by consent of all the members of the domestic LLC.
(c)
Governance of pre-2006 LLCs.
Any domestic LLC that was formed prior to January 1, 2006, under the Tennessee Limited Liability Company Act, and that does not voluntarily elect to be governed by this chapter pursuant to subsection (b), shall continue to be governed by the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title.
(d)
Foreign LLCs.
This chapter applies to every foreign LLC that first files an application for a certificate of authority on or after January 1, 2006, to every foreign LLC that registers a name in this state on or after January 1, 2006, and to every foreign LLC that has registered a name in this state prior to January 1, 2006, pursuant to the Tennessee Limited Liability Company Act. With respect to each foreign LLC that first filed an application for a certificate of authority prior to January 1, 2006, the Tennessee Limited Liability Company Act shall apply to such foreign LLC until the due date of the first annual report required to be filed by such foreign LLC on or after January 1, 2006, after which due date this chapter shall apply to such foreign LLC, except that such foreign LLC shall not be required to obtain a new certificate of authority.
(e)
Pre-2006 proceeding preserved.
This chapter does not affect an action or proceeding commenced, or right accrued, under the Tennessee Limited Liability Company Act.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 50, 51.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1003 - LLC tax classification

For purposes of all state and local Tennessee taxes, a domestic or foreign LLC shall be treated as a partnership or an association taxable as a corporation, as such classification is determined for federal income tax purposes. The members, and any other equity owners of a foreign LLC treated as a partnership, are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a foreign partnership. The members and holders of financial rights of a domestic LLC are subject to all state and local Tennessee taxes, in the same manner and extent as partners in a domestic partnership.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1004 - Governing law

(a)
Liability of members and others.
The liability of a member, holder of financial rights, director, manager, officer, employee, or agent of an LLC formed and existing under this chapter shall at all times be governed by this chapter and the laws of this state.
(b)
Conflict with other law.
If a conflict arises between the laws of this state and the laws of any other jurisdiction, with regard to the liability of a member, holder of financial rights, director, manager, officer, employee or agent of an LLC for the debts, obligations and liabilities of the LLC, or for the acts or omissions of another member, holder of financial rights, director, manager, officer, employee or agent of the LLC, this chapter and the laws of this state shall govern in determining such liability.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1006 - Forms and filing methods for annual report and other documents

(a)
Annual report.
The secretary of state may prescribe a form and filing method for the annual report. If the secretary of state prescribes a form or filing method for the annual report, then the use of the prescribed form or filing method for the annual report is mandatory.
(b)
Other forms.
The secretary of state may prescribe forms and filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter. If the secretary of state prescribes forms or filing methods for other documents that are required or permitted to be filed with the secretary of state by this chapter, then the secretary of state must furnish access to those forms and filing methods on request.
Amended by 2020 Tenn. Acts, ch. 719, s 21, eff. 6/22/2020.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1008 - Correcting filed document

(a)
When permitted.
A domestic or foreign LLC, or other person required or permitted by this chapter to file a document, may correct a document filed with the secretary of state, if the document:
(1)
Contains an incorrect statement; or
(2)
Was defectively executed, attested, sealed, certified, or acknowledged.
(b)
Articles of Correction.
A document is corrected:
(1)
By preparing articles of correction that:
(A)
Describe the document, including its filing date, or have attached to the articles of correction a copy of the document;
(B)
Specify the incorrect statement and the reason it is incorrect, or the manner in which the execution, attestation, seal, certification or acknowledgment was defective; and
(C)
Correct the incorrect statement or defective execution, attestation, seal, certification or acknowledgment; and
(2)
By filing the articles of correction with the secretary of state.
(c)
When effective.
Articles of correction are effective on the effective time and date of the document they correct, except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1010 - Appeal from secretary of state's refusal to complete the filing of a document

(a)
Appeal.
If the secretary of state refuses to complete the filing of a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC or other person that delivered the document for filing may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel the filing of the document and by attaching to the petition the document and the secretary of state's explanation of the reason for the refusal to complete the filing of the document.
(b)
Court-ordered filing.
The court may summarily order the secretary of state to file the document or may take other action the court considers appropriate.
(c)
Appeal of court decision.
The court's final decision may be appealed as in other civil proceedings.
(d)
Standard of review.
Any judicial review of the secretary of state's refusal to complete the filing of a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1011 - Evidentiary effect of copy of filed document

A certificate attached or certification affixed to a copy of a document filed with 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 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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1012 - Penalty for signing false document

(a)
Fine.
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)
Nonexclusivity.
The offense created by this section is in addition to any other offense created by law for the same conduct.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1013 - Effective time and date of document

(a)
General.
Except as provided in subsection (b) and §§
48-101-808
,
48-249-201
,
48-249-702
,
48-249-703
,
48-249-704
, and
48-249-1008(c)
, a document accepted for filing is effective:
(1)
At the time of filing on the date it is filed with the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; or
(2)
At the time specified in the document as its effective time on the date it is filed with the secretary of state.
(b)
Delayed effectiveness.
A document may specify a delayed effective time or date. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but does not specify a delayed effective time, the document is effective at the close of business on the date specified. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the secretary of state, except in the case of a certificate of merger filed under §
48-249-702
, or a certificate of conversion and the accompanying articles of organization or other formational document, as applicable, filed under §§
48-101-808
,
48-249-703
, or
48-249-704
. Notwithstanding this subsection (b), documents specified in §
48-249-1007(a)(2), (4), (6), (7), (8), (14), (19), (20), (24), (30) and (33)
may not specify a delayed effective time or date.
(c)
Requirement for registered agent and office.
The secretary of state shall not complete the filing of any articles of organization of a domestic LLC, or application for a certificate of authority of a foreign LLC, unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with §
48-249-109
. The secretary of state shall not complete the filing of any other document delivered by a domestic or foreign LLC for filing under this chapter if the domestic or foreign LLC does not have a registered agent and registered office designated at the time the document is delivered for filing, unless, at the time the document is received for filing, the secretary of state also receives for filing a statement designating such registered agent or registered office or both, as applicable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, §§ 52, 53.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1014 - Penalty for transacting business in Tennessee in violation of articles

In the event an LLC is prohibited from transacting business in this state by its articles but actually transacts business in this state, and, but for §
48-249-1007(d)
, the LLC would have paid a larger initial or annual filing fee under §
48-249-1007(d)
, the LLC shall be fined an amount equal to three (3) times the initial or annual filing fee, less the amount actually paid, for each year, or part of each year, in which it actually transacts business in this state.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1015 - Powers

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by this chapter, including, but not limited to, the power to promulgate necessary and appropriate rules and regulations consistent with this chapter 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 domestic or foreign LLC has terminated, withdrawn from this state or had its certificate of authority revoked.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1016 - 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 this chapter 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 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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1018 - Construction

No strict construction.
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
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 10 - MISCELLANEOUS (§§ 48-249-1001 — 48-249-1019) › Section 48-249-1019 - 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 §
48-249-1017
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, § 6.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1101 - Applicability

Parts 1-10 of this chapter apply to domestic and foreign PLLCs to the extent not inconsistent with this part.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1102 - Part definitions

As used in this part, unless the context otherwise requires:
(1)
"Disqualified person" means an individual or entity that for any reason is or becomes ineligible under this part to be a member of a PLLC or holder of financial rights of a PLLC;
(2)
"Foreign professional LLC," "foreign PLLC" or a PLLC that is otherwise designated as "foreign" means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state;
(3)
"Law" includes rules promulgated in accordance with §§
48-249-1109
and
48-249-1129
;
(4)
"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;
(5)
"Professional LLC," "PLLC," "domestic professional LLC," "domestic PLLC" or a professional LLC or PLLC that is otherwise designated as "domestic," means a professional LLC that is formed under this chapter, an LLC for which professional LLC status has been elected under this part or, where expressly indicated, a professional LLC that is formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, or an LLC that is formed under the Tennessee Limited Liability Company Act for which professional LLC status has been elected under the Tennessee Limited Liability Company Act;
(6)
"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
(7)
"Qualified person" means an individual, general partnership, limited liability partnership, professional corporation, professional association or domestic or foreign PLLC that is eligible to be a member of or holder of financial rights in a PLLC under §
48-249-1109
.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 54.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1103 - Formation and election

(a)
Formation.
One (1) or more persons may, acting as organizers, form a PLLC, by filing articles of organization with the secretary of state, that comply with the applicable provisions of this chapter, including §
48-249-1108
, and that also state that:
(1)
It is a PLLC;
(2)
Its purpose is to render specified professional services; and
(3)
The PLLC has one (1) or more qualified persons as members and no disqualified persons as members or holders.
(b)
Election.
An LLC may elect professional LLC status by amending its articles to comply with subsection (a).
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1104 - Purposes

(a)
Single profession.
Except to the extent authorized by subsection (b) and §
48-249-1109
, a PLLC may be formed, and professional LLC status of an LLC may be elected, solely for the purpose of rendering professional services, including services ancillary to them, and solely within a single profession.
(b)
Multiple professions.
A PLLC may be formed, and professional LLC status of an LLC may be elected, 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 this chapter, 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)
Other states.
Notwithstanding subsections (a) and (b), if a PLLC is formed, or professional LLC status of an LLC is elected, to provide professional services in states other than this state, such PLLC may be formed, or professional LLC status of such LLC may be elected, for the purpose of rendering professional services permitted by the licensing boards of the other states in which it will operate. Such PLLC, or LLC for which professional LLC status has been elected, shall, nevertheless, be required to file reports and other information, as may be required by the applicable licensing authorities of this state, to establish or confirm that such PLLC, or LLC for which professional LLC status has been elected, is not providing unauthorized professional services in this state.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1105 - Power

(a)
General powers.
Except as provided in subsection (b), or otherwise limited by this part, a PLLC has the powers enumerated in §
48-249-104
.
(b)
Other professional entities.
A PLLC may be a promoter, general partner, member, holder of financial rights, associate or manager of a PLLC, professional corporation, partnership, joint venture, trust or other entity, only if the other entity is engaged solely in rendering professional services, or in carrying on business authorized by the PLLC's articles.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1106 - Rendering of professional services

(a)
Licensed individuals.
A domestic or foreign PLLC may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b)
Nonapplicability.
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, holder of financial rights, manager, director, officer, 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 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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1107 - Professions and other business allowed to be rendered

(a)
Limitation by articles.
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)
Other investments.
Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type of investment.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1108 - Name

(a)
Name requirements.
The name of a domestic PLLC and of a foreign PLLC that is applying for a certificate of authority or is authorized to transact business in this state, in addition to satisfying the requirements of §§
48-249-106
and
48-249-903
, except the requirement that the name include the words "limited liability company" or "LLC":
(1)
Shall contain the words "professional limited company," "professional limited liability company," "professional LLC," "limited liability professional company" or the abbreviations "P.L.C.," "P.L.L.C." or "L.L.P.C.," or such abbreviations without punctuation; provided, however, that, in the case of a foreign PLLC, the name may contain, subject to subdivision (a)(2), and in lieu of the words or abbreviations provided for in this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign PLLC was formed;
(2)
Shall not contain the word "corporation" or "incorporated," or an abbreviation of either or both of these words; and
(3)
May not contain language stating or implying that the domestic or foreign PLLC is formed or has elected professional LLC status for a purpose other than a purpose authorized by §
48-249-1104
and its articles.
(b)
Personal Name.
Sections
48-249-106
and
48-249-903
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 domestic or foreign PLLC.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 55.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1110 - Transfers

(a)
Qualified persons only.
Subject to §§
48-249-507
and
48-249-508
, a member or holder of financial rights of a PLLC may transfer such member's or holder's membership interest, governance rights or financial rights, as applicable, in the PLLC, only to qualified persons; provided, that nothing in this section shall be construed as prohibiting such a member or holder from transferring such member's or holder's financial rights to a financial institution as collateral for a loan.
(b)
Prohibited transfers void.
A transfer of a membership interest, governance rights or financial rights that is made in violation of subsection (a), except one made by operation of law or court judgment, is void.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1111 - Required purchase of membership interest and financial rights

(a)
Purchase obligation.
A PLLC shall purchase, or cause to be purchased by a qualified person, the membership interest of any member and the financial rights of any holder of financial rights, at a price that represents the fair value of the membership interest or financial rights as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under this subsection (a), from the personal representative of the member or holder of financial rights, the member or holder of financial rights or the disqualified person to whom the membership interest or financial rights has or have been transferred, as applicable, in accordance with this section, if:
(1)
The member or holder of financial rights dies;
(2)
The member or holder of financial rights becomes a disqualified person, except as provided in subsection (c);
(3)
The membership interest of a member or the financial rights of a holder is or are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4)
The member or holder of financial rights retires, withdraws from or terminates employment with the PLLC.
(b)
Purchase terms.
If the amount of fair value and other terms of payment for the membership interest or financial rights are fixed, or are to be determined by the LLC documents or a private agreement, the amount and terms so fixed or determined govern. If the amount of fair value and other terms of payment are not so fixed or determined by the LLC documents or a private agreement, the PLLC shall purchase the membership interest or financial rights in accordance with §
48-249-1112
.
(c)
Limited disqualification.
This section does not require the purchase of a membership interest or financial rights in the event a member or holder of financial rights becomes a disqualified person, if the disqualification lasts no more than five (5) months from the date the disqualification occurs.
(d)
Other benefits.
This section and §
48-249-1112
do not prevent or relieve a PLLC from paying to a former member or holder pension benefits or other deferred compensation for services rendered by the former member or holder, if otherwise permitted by law.
(e)
Specific enforcement.
Any governing terms contained in the LLC documents of a PLLC or a private agreement as to the amount of fair value and other terms of payment for a membership interest or financial rights are specifically enforceable.
Acts 2005, ch. 286, § 1; 2006, ch. 620, § 57.
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 11 - PROFESSIONAL LIMITED LIABILITY COMPANIES (§§ 48-249-1101 — 48-249-1133) › Section 48-249-1112 - Purchase notice, acceptance and termination of interest

(a)
Purchase notice.
If a membership interest or financial rights is required to be purchased under §
48-249-1111
, the PLLC shall deliver a written notice to the person who is entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
, offering to purchase the membership interest or financial rights at a price the PLLC believes to represent its fair value as of the date of the occurrence of the event giving rise to the PLLC's purchase obligation under §
48-249-1111(a)
. The notice shall be accompanied by the PLLC's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the notice, the PLLC's income statement for that year, a statement of changes in equity of the PLLC for that year, and the PLLC's latest available interim financial statements, if any.
(b)
Acceptance.
The person who is entitled to receive payment in respect of a membership interest or financial rights under §
48-249-1111(a)
has thirty (30) days after the effective date of the notice to accept the PLLC's offer, or to demand that the PLLC commence a proceeding under §
48-249-1113
, to determine the fair value of the membership interest or financial rights. If such person accepts the offer, the PLLC shall make payment for the membership interest or financial rights within sixty (60) days after the effective date of the notice, unless a later date is agreed on, upon the transfer of the membership interest or financial rights from such person to the PLLC.
(c)
Termination.
After the PLLC makes payment for the membership interest or financial rights, the person who was entitled to receive payment in respect of the membership interest or financial rights under §
48-249-1111(a)
, as well as the member or holder of financial rights whose membership interest or financial rights have been purchased, if different from such person, has no further membership interest or financial rights in the PLLC.
Acts 2005, ch. 286, § 1.