reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-505 - Affiliates of parent organization - Filing registration statement - Fee

(a)
Each chapter, branch or affiliate of a parent organization or independent member agency of a federated fund-raising organization, may separately report the information required by §
48-101-504
, or report the information to its parent organization or to the federated fund-raising organization with which it is affiliated, which shall then transmit such information as to its affiliates, branches, chapters or independent agency members to the secretary of state along with its own statement.
(b)
A parent organization filing the registration statements of one (1) or more of its chapters, branches, or affiliates along with its own statement, and a federated fund-raising organization filing the statements of one (1) or more of its independent member agencies along with its own statement, shall pay a single registration fee in accordance with the schedule as provided in §
48-101-504(b)
for itself and for such chapters, branches, affiliates or independent member agencies whose statements are filed by it at the same time as its own statement. However, when an independent member agency of a federated fund-raising organization solicits or receives contributions from any source other than the federated fund-raising organization or a governmental agency, such independent member agency shall be required to register independently and pay its own filing fee, unless otherwise exempt by this part. When a chapter, branch, or affiliate of a parent organization solicits or receives contributions from any source other than the parent organization or a governmental agency, such chapter, branch, or affiliate shall register independently and pay its own filing fee, unless otherwise exempt by this part.
Acts 1976, ch. 735, § 5; T.C.A., § 48-2205; Acts 1989, ch. 285, § 9; 1993, ch. 252, § 13; T.C.A., § 48-3-505.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-508 - Denial of exemption or registration - Hearing - Review

(a)
The division shall examine each filing and supporting documents submitted by all applicants and shall determine whether the registration requirements are satisfied. If the registration requirements are not satisfied, then the division shall deny the registration or take other action provided under this part. The division shall notify the applicant within ten (10) business days if a registration application or renewal application has been denied or if an action is taken in response to an exemption statement filed under §
48-101-502
. Within seven (7) business days after receipt of the notification that the registration requirements are not satisfied or that an action is taken in response to an exemption statement filed under §
48-101-502
, the applicant may request administrative review. The administrative review must be held within seven (7) business days of the request. A final decision regarding the denial of the applicant's registration must be rendered within three (3) business days of the administrative review.
(b)
Judicial review of final decisions shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
Amended by 2024 Tenn. Acts, ch. 533,s 23, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 8; 1977, ch. 95, § 1; T.C.A., §§ 48-2208, 48-3-508; Acts 1996, ch. 907, § 8; 2007 , ch. 523, § 24.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-509 - Fiscal records - Charitable campaign records - Inspection

(a)
Every charitable organization and professional solicitor, subject to this part, shall, as to their activities in Tennessee as may be covered by this part, keep:
(1)
True and accurate fiscal records, including, but not limited to, all income and expenses; and
(2)
True records regarding the conduct of any solicitation campaigns, including records of any documents, information, notices or applications required to be prepared or filed pursuant to §
48-101-513
. Unless otherwise provided, such records shall be retained for a period of at least three (3) years after the end of the period of registration to which they relate.
(b)
Upon request and at a reasonable time and place within Tennessee, such records, as well as any other records regarding solicitation campaigns within this state, shall be made available to the secretary of state, the attorney general and reporter or an appropriate district attorney general for inspection.
Amended by 2024 Tenn. Acts, ch. 533,s 24, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 9; T.C.A., § 48-2209; Acts 1989, ch. 285, §§ 18, 19; 1991, ch. 299, § 8; 1993, ch. 252, § 4; T.C.A., § 48-3-509.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-510 - Reciprocity

(a)
The secretary of state may enter into reciprocal agreements with the appropriate authority of any other state for the purpose of exchanging information with respect to charitable organizations. Pursuant to such agreements, the secretary of state may accept information filed by a charitable organization with the appropriate authority of another state, in lieu of the information required to be filed in accordance with this part, if such information is substantially similar to the information required under this part.
(b)
The secretary of state shall also grant an exemption from the requirement for the filing of the annual registration statement to charitable organizations organized under the laws of another state, having their principal place of business outside the state, whose funds are derived principally from sources outside the state, and which have been granted exemption from the filing of registration statements by the state under whose laws they are organized, if such state has a statute similar in substance to this part.
Acts 1976, ch. 735, § 10; T.C.A., §§ 48-2210, 48-3-510.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-511 - Documents and records as public records - Inspection

Registration statements and applications, reports, and all other documents and information required to be filed under this part or by the secretary of state shall be public records in the office of the secretary of state and shall be open to the general public for inspection at such time and under such conditions as the secretary of state may prescribe. The secretary of state, in the secretary of state's discretion, may compile, summarize, publish or otherwise release to the public any information contained in applications and any other documents filed with or received by the secretary of state under this part.
Acts 1976, ch. 735, § 11; T.C.A., § 48-2211; Acts 1989, ch. 285, § 20; T.C.A., § 48-3-511.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-512 - Identification of solicitor

(a)
It is the duty of every charitable organization to furnish identification to persons who solicit contributions from the public on behalf of the charitable organization, including, but not limited to, those persons soliciting on behalf of an exempt organization or nonexempt organization and all professional solicitors. The solicitor shall be required to have and produce or display, on demand, identification indicating that the solicitor has been duly authorized by the organization for which the solicitor is soliciting. Such identification shall include, but not be limited to, the name of the holder of the identification and the name and the registration number of the charitable organization.
(b)
If a person solicits by telephone, then the identifications required by subsection (a) must be made orally.
Amended by 2024 Tenn. Acts, ch. 533,s 25, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 1976, ch. 735, § 12; T.C.A., § 48-2212; Acts 1989, ch. 285, §§ 21, 22; T.C.A., § 48-3-512.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-515 - Penalties

Any person who willfully and knowingly violates any provisions of this part or who willfully and knowingly gives false or incorrect information to the secretary of state, in filing statements or reports required by this part, whether such report or statement is verified or not, commits a Class B misdemeanor for the first offense, punishable as provided in §
40-35-111
, and for the second and any subsequent offense commits a Class E felony.
Acts 1976, ch. 735, § 16; T.C.A., § 48-2216; Acts 1989, ch. 591, §§ 43, 113; 1994, ch. 667, § 31; T.C.A., § 48-3-515.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-516 - Foreign organizations and solicitors - Service of process

(a)
Any charitable organization or professional solicitor which has its principal place of business without the state, or which is organized under and by virtue of the laws of a foreign state, and which solicits contributions from people in this state, shall be subject to this part and shall be deemed to have irrevocably appointed the secretary of state as its agent upon whom may be served any summons, subpoena duces tecum or other process directed to such charitable organization or professional solicitor or any partner, principal officer or director thereof in any action or proceeding brought under this part.
(b)
Service of such process upon the secretary of state shall be made by personally delivering to and leaving with the secretary of state a copy thereof at the capitol in Nashville. Such service shall be sufficient service; provided, that notice of such service and a copy of such process are forthwith sent to such charitable organization or professional solicitor by registered or certified mail with return receipt requested at its office, as set forth in the registration form required to be filed with the secretary of state pursuant to this part or, in default of the filing of such forms, at the last address known.
Acts 1976, ch. 735, § 15; T.C.A., §§ 48-2215, 48-3-516.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-517 - Use of funds

The secretary of state shall use funds collected under this part to defray the cost of operating the division of the department of state administering this part.
Amended by 2021 Tenn. Acts, ch. 295, s 12, eff. 7/1/2021.
Acts 1976, ch. 735, § 20; T.C.A., §§ 48-2218, 48-3-517; Acts 2007 , ch. 523, § 34.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-518 - Construction of part

(a)
The powers and remedies provided in this part shall be cumulative and supplementary to all other powers and remedies otherwise provided by law. The invocation of one (1) power or remedy herein shall not be construed as excluding or prohibiting the use of any other available remedy.
(b)
This part shall not be construed to preempt any more stringent county or municipal provisions or to restrict local units of government from adopting more stringent provisions, and, in such case, such provisions shall be complied with if the registrant desires to solicit within the geographic district of the local unit of government.
(c)
Nothing in this part shall be construed to preempt any municipality from exercising general police powers of municipalities by ordinance or otherwise over organizations which are excluded from the application of this part or from organizations which are included within this part.
(d)
In the event this part, insofar as prohibited practices are concerned, conflicts with any ordinance or regulation of any municipality, the most restrictive provisions shall apply; further, such regulations or ordinances adopted by a municipality may be broader in scope and more restrictive in their application than this part.
(e)
Insofar as reporting or disclosure of financial reports is concerned, the right to require information not included in this part is hereby expressly reserved unto the municipalities of this state. Any municipality in this state is authorized to accept financial reports to the secretary of state as financial reports which may be required by municipal ordinances or regulations.
(f)
Nothing in this part shall be construed to require any municipality which has adopted, prior to July 1, 1977, ordinances or regulations controlling, omitting, or prohibiting certain types of solicitation practices to adopt the accounting practices provided for in this part; provided, that any municipality which adopts such ordinances after July 1, 1977, shall conform to the accounting practices as provided for in this part.
Acts 1976, ch. 735, § 17; T.C.A., § 48-2217; Acts 1989, ch. 285, § 33; T.C.A., § 48-3-518.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-519 - Registration - Written agreement

(a)
No commercial co-venturer shall conduct any charitable sales promotion in this state on behalf of a charitable or civic organization unless the charitable or civic organization is duly registered or granted the appropriate exemption.
(b)
Prior to any charitable sales promotion in this state, the commercial co-venturer shall have a written agreement with the charitable or civic organization on whose behalf the charitable sales promotion is to be conducted. The agreement shall be signed by an authorized representative of the commercial co-venturer and two (2) officers of the charitable or civic organization.
The executed agreement must be filed by the charitable or civic organization with the secretary of state at least five (5) business days before the initiation of the charitable sales promotion. The executed agreement must be filed on forms prescribed by the secretary of state and must state the names of the charitable or civic organization and commercial co-venturer, that the charitable organization and the commercial co-venturer will conduct a charitable sales promotion, and the date the charitable sales promotion is expected to commence.
(c)
The commercial co-venturer shall maintain all records in connection with the charitable sales promotion for a period of three (3) years after the end date of the charitable sales promotion. All charitable sales promotion records shall be made available to the division upon request.
Amended by 2024 Tenn. Acts, ch. 533,s 43, eff. 7/1/2024, app. 3/7/2024 for purposes of promulgating rules.
Acts 2007 , ch. 523, § 35.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 5 - SOLICITATION OF CHARITABLE FUNDS (§§ 48-101-NEW — 48-101-521) › Section 48-101-521 - Requirement of filing financial reports by charitable organizations soliciting and receiving contributions for disasters

(a)
Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended. The first quarterly report shall be filed on the last day of the third month following the commencement of solicitations.
(b)
Any charitable organization other than a bona fide religious institution, which solicited and received contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state between May 1, 2010, and May 20, 2011, shall file a financial report with the secretary of state, on a form prescribed by the secretary of state, on June 30, 2011. The report shall detail all funds received and expended by the organization as a result of the solicitation. After June 30, 2011, the organization shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended.
(c)
Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding twenty-five thousand dollars ($25,000) for a charitable purpose related to a disaster in this state and that does not expend all contributions received within two (2) years of the commencement of solicitations shall file a report with both the secretary of state and the attorney general and reporter detailing both the timing and anticipated placement for the expenditures of the remaining funds. This report must be filed by the last day of the twenty-fourth month following the commencement of solicitations. A charitable organization may request an exemption from the requirements of this subsection (c) from the secretary of state and the attorney general and reporter; however, both the secretary of state and the attorney general and reporter must first approve the request.
Amended by 2023 Tenn. Acts, ch. 231, s 11, eff. 7/1/2023.
Acts 2011 , ch. 232, § 4.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-601 - Short title

This part shall be known and may be cited as the "Tennessee Professional Corporation Act."
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-601.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-602 - Applicability of Tennessee Business Corporation Act

The Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-602.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-603 - 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 issued shares by a professional corporation;
(2)
"Domestic professional corporation" means a professional corporation;
(3)
"Foreign professional corporation" means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state;
(4)
"Law" includes rules promulgated in accordance with §
48-101-630
;
(5)
"Licensing authority" means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(6)
"Professional corporation" means a corporation for profit, other than a foreign professional corporation, subject to this part;
(7)
"Professional service" means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title; and
(8)
"Qualified person" means an individual, general partnership or professional corporation to whom shares under this part may be issued.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-603.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-604 - Incorporation

(a)
One (1) or more persons may incorporate a professional corporation by delivering to the secretary of state for filing a charter that states:
(1)
It is a professional corporation; and
(2)
Its purpose is to render the specified professional services.
(b)
A corporation incorporated under a general law of this state whose charter has not been repealed by this part may elect professional corporation status by amending its charter to comply with subsection (a) and §
48-101-609
.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-604.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-605 - Election

(a)
Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under §
48-101-604
solely for the purpose of rendering professional services (including services ancillary to it) and solely within a single profession.
(b)
A corporation may elect professional corporation status under §
48-101-604
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 the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-605.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-606 - Powers - Professional services

(a)
Except as provided in subsection (b), a professional corporation has the powers enumerated in chapter 13 of this title.
(b)
A professional corporation may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's charter.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-606.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-607 - Rendering professional services in this state - Requirements

(a)
A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b)
Subsection (a) does not:
(1)
Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;
(2)
Prohibit a licensed individual from rendering professional services in such person's individual capacity although such person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or
(3)
Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
Acts 1992, ch. 698, § 1.; T.C.A., § 48-3-607.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-608 - Professional services limited by charter

(a)
A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its charter.
(b)
Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-608.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-609 - Name

(a)
The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of chapter 14 (except for §
48-14-101(a)(1)
) and chapter 25 of this title:
(1)
Must contain the words "professional corporation," "professional association," or "service corporation" or the abbreviation "P.C.," "P.A.," or "S.C."; and
(2)
May not contain language stating or implying that it is incorporated for a purpose other than that authorized by §
48-101-605
and its charter.
(b)
Chapters 14 and 25 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-609.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-611 - Required statement to appear on each share certificate

(a)
The following statement must appear conspicuously on each share certificate issued by a professional corporation:
The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.
(b)
Within a reasonable time after the issuance or transfer of shares of a professional corporation that do not contain such statement, the corporation shall send the shareholders a written notice containing the statement required by subsection (a).
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-611.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-612 - Transfer or pledge of shares

(a)
(1)
A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under §
48-101-610
to be issued shares.
(2)
Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan.
(b)
A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 1992, ch. 698, § 1; 1994, ch. 868, § 8; T.C.A., § 48-3-612.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-613 - When professional corporation must acquire the shares of its stockholder

(a)
A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if:
(1)
The shareholder dies;
(2)
The shareholder becomes a disqualified person, except as provided in subsection (c);
(3)
The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4)
The shareholder retires, withdraws from or terminates employment with the professional corporation.
(b)
If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with §
48-101-614
. If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under §
48-101-615
to determine the fair value of the shares.
(c)
This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs.
(d)
This section and §
48-101-614
do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(e)
A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-613.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-614 - Notice of acquisition of shares - Acceptance - Termination of interest

(a)
If shares must be acquired under §
48-101-613
, the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any.
(b)
The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under §
48-101-615
to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation.
(c)
After the corporation makes payment for the shares, the disqualified person has no further interest in them.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-614.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-615 - Commencement of proceedings to determine fair value of shares

(a)
If the disqualified shareholder does not accept the professional corporation's offer under §
48-101-614(b)
within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares.
(b)
The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive.
(c)
The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(d)
The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable.
(e)
The court may order the judgment paid in installments determined by the court.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-615.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-616 - Assessment of proceeding costs

(a)
The court in an appraisal proceeding commenced under §
48-101-615
shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.
(b)
The court may also:
(1)
Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or
(2)
Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-616.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-617 - Shares of a disqualified person

If the shares of a disqualified person are not acquired under §
48-101-614
or §
48-101-615
within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person has no further interest as a shareholder in the corporation other than such disqualified person's right to payment of the fair value of the shares under §
48-101-614
or §
48-101-615
.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-617.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-618 - Officers and directors

If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (1/2) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-618.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-619 - Proxy to vote shares

(a)
Only a qualified person may be appointed a proxy to vote shares of a professional corporation.
(b)
A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection (b) continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-619.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-620 - Privileged communications

A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-620.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-621 - Liability

(a)
Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault.
(b)
A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.
(c)
Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-621.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-622 - Merger

(a)
If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.
(b)
If the surviving corporation is to render professional services in this state, it must comply with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-622.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-623 - Where professional corporation ceases to render professional services

If a professional corporation ceases to render professional services, it must amend or restate its charter to delete references to rendering professional services and to conform its corporate name to the requirements of chapter 14 of this title. After the amendment becomes effective, the corporation may continue in existence as a business corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, and it is no longer subject to this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-623.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-624 - Dissolution of professional corporations

The attorney general and reporter may commence a proceeding under chapter 24, part 3 of this title to dissolve a professional corporation if:
(1)
The secretary of state or a licensing authority with jurisdiction over a professional service described in the corporation's charter serves written notice on the corporation under §
48-15-104
, that it has violated or is violating a provision of this part;
(2)
The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under §
48-15-104
; and
(3)
The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-624.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 101 - SPECIAL PURPOSE CORPORATIONS AND ASSOCIATIONS (§§ 48-101-101 — 48-101-907) › Part 6 - TENNESSEE PROFESSIONAL CORPORATION ACT (§§ 48-101-601 — 48-101-635) › Section 48-101-625 - Foreign professional corporation - Requirements for obtaining a certificate of authority

(a)
Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b)
A foreign professional corporation may not obtain a certificate of authority unless:
(1)
Its corporate name satisfies the requirements of §
48-101-609
;
(2)
It is incorporated for one (1) or more of the purposes described in §
48-101-605
; and
(3)
All of its shareholders, not less than one half (1/2) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
(c)
A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-625.