(a)Eligibility for filing. 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.
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 48-249-1005

  • Annual report: means the form required by §. See Tennessee Code 48-249-102
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-249-102
  • 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.
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. See Tennessee Code 48-249-102
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
  • Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
  • Interest: means either or both of the following rights under the organic law of an unincorporated entity:
    (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
  • 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • signature: means , with present intent to authenticate or adopt a document:
    (A) To execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature. See Tennessee Code 48-11-201
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Permitted or required. This chapter requires or permits filing the document with the secretary of state.
(c)Required and permissive information. The document must contain the information required by this chapter or by rule. The document may contain other information as well.
(d)Format. 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)English language. The document must be in the English language. An LLC‘s or other entity‘s name need not be in English, if it is written in English letters, or Arabic or Roman numerals, and the certificate of existence, or equivalent document of a foreign entity, need not be in English, if it is accompanied by a reasonably authenticated English translation.
(f)Execution. The document must be executed by, or by an authorized representative of, the person submitting the document for filing.
(g)Form of execution. 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, if other than the person’s individual capacity. The document may, but need not, contain:

(1) An attestation by the secretary or an assistant secretary of a corporation;
(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)Mandatory form. 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)Delivery to secretary of state. The document must be delivered to the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the current filing fee and any tax, license fee, interest, or penalty required by this chapter.
(j)Required statement. The document must contain a statement that makes it clear that the document is being filed pursuant to this chapter.
(k)Power to promulgate rules. 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)Verification by commissioner of revenue. Notwithstanding any other law to the contrary, whenever this chapter requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then the 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 electronic verification in lieu of a paper certificate.
(m)Prior law. Any LLC that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law, chapter 421, § 1 of the Public Acts of 1997, is subject to administrative dissolution in accordance with the procedures specified in § 48-249-605. The certificate of authority of any foreign LLC that has not timely filed such information with the department is subject to revocation as provided in § 48-249-909. Upon certification by the commissioner of revenue that a domestic LLC or foreign LLC has complied with the information reporting requirements that were required under prior law, the domestic LLC or foreign LLC that has been administratively dissolved, or that has had its certificate of authority revoked for failure to timely file such information, may be reinstated.
  Previous section
Next section  
 Part 10 Contents