(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.
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Terms Used In Tennessee Code 48-247-111

  • 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
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • 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
  • 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
(b) A certificate of existence or authorization sets forth:

(1) The domestic LLC’s name or the foreign LLC’s name used in this state;
(2) That:

(A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or
(B) The foreign LLC is authorized to transact business in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment allows:

(i) Administrative dissolution of a domestic LLC; or
(ii) Administrative revocation of the certificate of authority of a foreign LLC;
(4) That its most recent annual report required by § 48-228-203 has been filed with the secretary of state;
(5)

(A) For a domestic LLC:

(i) That articles of termination have not been filed and a decree of termination has not been filed; and
(ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
(B) For a foreign LLC:

(i) That a certificate of cancellation of certificate of authority has not been filed; and
(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.
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