(a)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 tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth:

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Terms Used In Tennessee Code 48-249-912

  • 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
  • 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
  • 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.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Principal executive office: means the office, in or out of this state, that is designated as the principal executive office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • 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
(1) The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed;
(2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
(3) That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
(4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
(5) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
(b)Service of process after cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with § 48-249-113 by the secretary of state.
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