(a)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:

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Terms Used In Tennessee Code 48-249-905

  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. 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.
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • 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
  • 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
  • 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
  • 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
  • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105
(1) Endorse on the application the word “Filed” and the date and time of the filing of it;
(2) File the original of the application; and
(3) Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state.
(b)Effectiveness of application. The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state’s date and time endorsement on the original document.
(c) If the secretary of state determines upon application that a foreign LLC has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing relative to such foreign LLC.
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