Title 48, Securities, Corporations And Associations

(1) Subject to the Constitution of Tennessee:(1) The laws of the jurisdiction under which a foreign LLC is formed or organized govern its formation or organization and internal affairs and the liability of its members and representatives, regardless of whether the foreign LLC pro…

(a) The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this chapter or § 48-247-110:(1) Maintaining, defending, or settling any proceeding, claim, or dispute;(2) Holding meetings of its members or representatives …

(a) A foreign LLC name must meet the requirements of § 48-207-101. (b) A foreign LLC may apply to the office of the secretary of state under § 48-207-101 to utilize a nondistinguishable name. (c) A foreign LLC may elect to adopt an assumed name under § 48-207-101 and to renew suc…

(a) Before doing business in this state, a foreign LLC shall obtain a certificate of authority. An applicant for the certificate shall file with the office of the secretary of state an original copy of the application executed by the foreign LLC and setting forth:(1) The name of …

(a) If a document delivered to the office of the secretary of state conforms to the requirement of § 48-246-301(a) and all fees have been paid, the secretary of state shall:(1) Endorse on the application the word “Filed” and the date and time of the filing of it;(2) File the orig…

If any statement in the application for a certificate of authority by a foreign LLC was false when made or any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file with the secretary of state an app…

(a) A foreign LLC may cancel its certificate of authority by filing with the secretary of state a certificate of cancellation of authority executed by the foreign LLC, setting forth:(1) The name of the foreign LLC, and, if different, the name under which it does business in Tenne…

(1) The secretary of state may commence a proceeding under § 48-246-502 to revoke the certificate of authority of a foreign LLC authorized to transact business in this state if:(1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months …

(a) If the secretary of state determines that one (1) or more grounds exist under § 48-246-501 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that such d…

(a) A foreign LLC whose certificate of authority is administratively revoked under § 48-246-502 may apply to the secretary of state for reinstatement. The application must:(1) Be accompanied by a confirmation of good standing relative to such foreign LLC;(2) Recite the name of th…

(a) 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) The foreign LLC may appeal the denial of r…

(a) When a foreign LLC, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing a certificate of cancellation of authority following administrative revoca…

(a) 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) The successor to a foreign LLC that transacted business in this state without a certif…

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 such foreign LLC is doing or has done…

(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 201-248 of this title must require or permit filing …

(a) Mandatory Forms. 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 office of the secretary of state shall collect the following fees when the documents described in chapters 201-248 of this title are delivered for filing, and for purposes of chapters 201-248 of this title, no document is considered delivered to the office of the secretar…

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

(a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-247-101, 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 office of the secretary of state for filing, the domestic or foreign LLC may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing th…

A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secret…

(a) 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 …

(a) Effective Date. Except as provided in subsection (b), §§ 48-203-102 and 48-247-104(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 office of the secretary of state's date and time…

In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for § 48-247-103(d) it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual fil…

(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 domest…

The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state by chapters 201-248 of this title, including, without limitation, the power to promulgate necessary and appropriate rules and regulations consistent with chapters 20…

An act of a duly authorized deputy of the secretary of state in the secretary of state's behalf under chapters 201-248 of this title 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…

Chapters 201-248 of this title apply to professional limited liability companies, both domestic and foreign, to the extent not inconsistent with this chapter.

(1) As used in this chapter, unless the context otherwise requires:(1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this chapter to be a member of a PLLC;(2) “Domestic professional LLC” means a professional LLC formed unde…

(a) One (1) or more persons acting as organizers may form a PLLC by delivering to the secretary of state for filing articles that also state it is a PLLC; its purpose is to render specified professional services; and a statement that the PLLC has one (1) or more qualified persons…

(a) Except to the extent authorized by subsection (b), an LLC may elect professional LLC status under § 48-248-103 solely for the purpose of rendering professional services (including services ancillary to them) and solely within a single profession. (b) An LLC may elect professi…

(a) Except as provided in subsection (b) or otherwise limited by this chapter, a PLLC has the powers enumerated in § 48-212-101. (b) A PLLC may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity i…

(a) A domestic or foreign LLC 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 PLLC to be licensed to perform services…

(a) 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) Subsection (a) does not prohibit a PLLC from investing its funds in real estate, mortgages, securities or any other type o…

(a) The name of a domestic PLLC and of a foreign PLLC registered in this state, in addition to satisfying the requirements of chapters 207 and 246 of this title (except the requirement that the name include the words “limited liability company” or “LLC”):(1) Must contain the word…

(a) A PLLC may have persons not licensed to practice a profession described in the PLLC's articles in Tennessee as members only if the licensing authority which licenses the professionals forming such PLLCs specifically so authorizes. If permitted by the authority which licenses …

(a) Subject to §§ 48-218-101 and 48-218-102, a member of a PLLC may transfer, assign or pledge such member's financial rights, governance rights, or membership interest in the PLLC only to individuals, general partnerships, professional corporations, and other PLLCs qualified und…

If any member of a PLLC becomes disqualified to render those professional services for which it was formed within the state, such member shall be deemed to have resigned and wrongfully withdrawn from the PLLC and shall have no further interests as a member in the PLLC other than …

If persons other than qualified persons are permitted by the licensing authority to serve as governors, if any, or managers of a PLLC, not less than one half (½) of the governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified pe…

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 chapter. The privilege applies to a domestic or foreign PLLC and …

(a) Each individual who renders professional services as a member, holder of financial interest, governor, manager, employee or other agent of a domestic or foreign PLLC is liable for such person's own negligent or wrongful acts or omissions to the same extent as if the person re…

(a) A PLLC may merge with or into any other business entity permitted to render the professional services of the PLLC in this state in the same manner and to the same extent as LLCs under chapter 244, part 1 of this title. (b) If the surviving business entity is an LLC and is to …

If a PLLC ceases to render professional services, it must amend or restate its articles to delete references to rendering professional services and to conform its name to the requirements of chapters 207 and 246 of this title. After the amendment becomes effective, the PLLC may c…

(1) The attorney general and reporter may commence a proceeding under § 48-245-902 to dissolve a PLLC if:(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the PLLC's articles serves written notice on the PLLC in accorda…

(a) Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) A foreign PLLC may not register unless:(1) Its name satisfies the requirements of § 48-248-301;(2) It is o…

The application of a foreign PLLC for a certificate of authority in this state shall contain the information required in § 48-246-301; state it is a PLLC; state its purpose is to render specified professional services; and include a statement that the requirements of § 48-248-501…