Title 48, Securities, Corporations And Associations

(a) (1) Every charitable organization that intends to solicit contributions from or within this state, or have funds solicited on its behalf, shall, prior to any solicitation, file a registration statement with the secretary of state, upon forms prescribed by the secretary of sta…

(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-rais…

(a) The secretary of state shall examine each application for conformity with the requirements of this part and all relevant rules and regulations. (b) A renewal of registration shall be made in the same manner as the initial registration. The renewal registration shall be accomp…

(a) (1) No person shall act as a professional solicitor for any charitable organization, whether exempt from this part or not, unless such person has first registered with the secretary of state. Registration shall include the filing of a complete application, bond and filing fee…

(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…

(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 re…

(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 b…

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 s…

(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 or…

(a) No charitable organization subject to this part shall solicit funds from the public, except for charitable purposes, or expend funds raised for charitable purposes for noncharitable purposes. (b) Unfair, false, misleading or deceptive acts and practices affecting the conduct …

(a) (1) The secretary of state, upon the secretary of state's own motion or upon complaint of any person, if the secretary of state has reasonable ground to suspect any violation of this part or any rule thereunder or to aid in enforcement of this part, may publicly or privately …

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, c…

(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 pa…

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.

(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 r…

(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 promotio…

(a) (1) Any solicitee or person who suffers an ascertainable loss of money or property, real, personal, or mixed, or any other article, commodity, or thing of value wherever situated, as a result of the use or employment by another person of an unfair, false, misleading or decept…

(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 se…

The secretary of state may promulgate rules to effectuate this part. The rules must be promulgated in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.

This part shall be known and may be cited as the “Tennessee Professional 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.

(1) 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 p…

(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. (1) It is a professional corp…

(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 corporatio…

(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 …

(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 …

(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, mo…

(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 w…

(a) (1) A professional corporation may issue shares, fractional shares, and rights to purchase shares.(2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the…

(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 fro…

(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 qual…

(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,…

(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…

(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 proceed…

(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 cou…

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 corporati…

If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if a…

(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 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…

(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…

(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 corporat…

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 effect…

(1) 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 charte…

(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…

The application of a foreign professional corporation for a certificate of authority to render professional services in this state shall contain the information required in § 48-25-103, state its purpose to render a specified professional service, and include a statement that all…

The secretary of state may administratively revoke under chapter 25, part 3 of this title the certificate of authority for a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction over a professional service descr…