(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.
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Terms Used In Tennessee Code 43-38-1101

  • board of directors: means the board of directors of a cooperative. See Tennessee Code 43-38-103
  • Business entity: means a corporation, limited liability company, limited liability partnership or other legal entity, association or body vested with the power or function of a legal entity. See Tennessee Code 43-38-103
  • Commissioner: means the commissioner of agriculture. See Tennessee Code 43-38-103
  • Cooperative: means an association organized under this title conducting business on a cooperative plan as provided under this chapter. See Tennessee Code 43-38-103
  • Fiduciary: A trustee, executor, or administrator.
  • Filed with the secretary of state: means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state of this state. See Tennessee Code 43-38-103
  • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 43-38-103
  • Signed: means that the signature of a person has been written on a document, and, with respect to a document required by this chapter to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members. See Tennessee Code 43-38-103
  • 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
  • Trustee: A person or institution holding and administering property in trust.
  • written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
(b) This chapter must require or permit filing the document in the office of the secretary of state.
(c) The document must contain the information required by this chapter and any applicable rules. It may contain other information as well.
(d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper.
(e) The document must be in the English language. A cooperative’s or other business entity‘s name need not be in English, if written in English letters, or Arabic or Roman numerals.
(f) The document must be executed:

(1) By the president of the board of directors of a cooperative, or by another of its authorized officers, if a cooperative action is taken;
(2) If directors of a cooperative have not been selected or the cooperative has not been formed, by an organizer; or
(3) If the business entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.
(g) The person executing the document must sign it and state beneath or opposite the signature the person’s name and the capacity in which the person signs. The document may, but need not, contain:

(1) An attestation by the secretary or an assistant secretary;
(2) An acknowledgment, verification, or proof; or
(3) The date the document is signed, except that the date is required for the annual report for the secretary of state.
(h) If the secretary of state, pursuant to statutory authority, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form.
(i) The document must be delivered to the office of the secretary of state for filing and must be accompanied by the current filing fee, and any tax, license fee, interest, or penalty required by this chapter. If the secretary of state has prescribed a mandatory method of filing, then the document must be filed in the prescribed manner.
(j) The document must contain a statement that makes it clear that the document is being filed pursuant to the Tennessee Processing Cooperative Law.
(k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
(l) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a certificate from the commissioner of revenue reciting that the business has properly filed all reports and paid all required taxes and penalties, the certificate requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state verification in lieu of a paper certificate.
(m) Any Tennessee cooperative that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law is subject to administrative dissolution in accordance with the procedures specified in § 43-38-1004. Upon certification by the commissioner that it has complied with the information reporting requirements that were required under prior law, a cooperative that has been administratively dissolved or that has had its certificate of authority revoked for failure to timely file this information may be reinstated.
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