Title 48, Securities, Corporations And Associations

(1) As used in chapters 11-27 of this title, unless the context otherwise requires (or the term is otherwise defined in another chapter of the Tennessee Business Corporation Act, in which event the term shall have such other meaning for that chapter):(1) “Affiliate” of a specific…

(a) Notice under chapters 11-27 of this title must be in writing unless oral notice is reasonable in the circumstances and not prohibited by the charter or bylaws. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under chapter…

(a) For purposes of chapters 11-27 of this title, the following identified as a shareholder in a corporation's current record of shareholders constitutes one (1) shareholder:(1) Three (3) or fewer co-owners;(2) A corporation, partnership, trust, estate, or other entity; and(3) Th…

(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 11-27 of this title must require or permit filing th…

(a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms and filing methods is mandatory.

(a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) $100.00(2) Application for u…

(a) Except as provided in subsection (b) and § 48-11-305(c), a document accepted for filing is effective:(1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and(2…

(a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document:(1) Contains an incorrect statement; or(2) Was defectively executed, attested, sealed, verified, or acknowledged. (1) Contains an incorrect statement; or (2) Was defective…

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secret…

(a) If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing…

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state’s signature, which may be an electronic transmission, and the seal of this state, is conclusive evidence that the original document is on file w…

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state. (b) A certificate of existence or authorization sets fort…

A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor.

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 11-27 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 11-2…

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 11-27 of this title is the equivalent of the act of the secretary of state; provided, that the name of the secretary of state is signed by such deputy as deputy.