Subject to the Constitution of Tennessee: The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or should have procured, a certificate of authority under this part; and Except as provided […]
General. The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this part: Maintaining, defending or settling any proceeding, claim or dispute; Holding meetings of its members or representatives, or carrying on any other activities concerning its internal affairs; Maintaining bank accounts; Maintaining offices or agencies for […]
Foreign LLC name. A foreign LLC’s name, to the extent used in this state, shall meet the requirements of § 48-249-106. Indistinguishable name. A foreign LLC may apply to the secretary of state under § 48-249-106, to utilize an indistinguishable name. Assumed name. A foreign LLC may elect to adopt an assumed name under § […]
Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following: The name of the foreign LLC; The […]
Filing of application. If a document filed with the secretary of state conforms to the requirements of § 48-249-904(a), the secretary of state shall: Endorse on the application the word “Filed” and the date and time of the filing of it; File the original of the application; and Return the original of the application, together […]
If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment to the certificate of authority with the secretary of […]
Certificate of cancellation. A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state 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: The current name […]
The secretary of state may commence a proceeding under § 48-249-909, to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if: The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due; The foreign LLC […]
Notice of revocation. If the secretary of state determines that one (1) or more grounds exist under § 48-249-908 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 the determination may be sent by first class mail. […]
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: State the name of the foreign LLC at its date of administrative revocation; State that the ground or grounds for revocation either did not exist or have […]
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. Appeal of denial. The foreign LLC may appeal the denial of reinstatement to the chancery court of […]
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 […]
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. Successors and transferees. The successor to a foreign LLC that transacted business in this state without a certificate of authority, and […]
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, […]
