(a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names:

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Tennessee Code 48-25-106

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101;
(2) An assumed corporate name which meets the requirements of § 48-14-101; or
(3) The corporate name of the foreign corporation with the word “corporation,” “incorporated” or “company,” or the abbreviation “corp.,” “inc.” or “co.” added.
(b) Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from:

(1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state;
(2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103;
(3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and
(4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee.
(c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state’s records from the name applied for. The secretary of state shall authorize use of the name applied for if:

(1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or
(2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant’s right to use the name applied for in this state.
(d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign corporation that is used in this state, if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has:

(1) Merged with the other corporation;
(2) Been formed by reorganization of the other corporation; or
(3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation.
(e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104.
  Previous section
Next section  
 Part 1 Contents