(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 48-51-301

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Tennessee Code 48-11-201
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
  • 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 48-202-101
  • 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.
  • Dependent: A person dependent for support upon another.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • Electronic: means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Tennessee Code 48-11-201
  • Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
  • Fiduciary: A trustee, executor, or administrator.
  • 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
  • Membership: means the rights and obligations a member has pursuant to a corporation's charter, bylaws and chapters 51-68 of this title. See Tennessee Code 48-51-201
  • 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
  • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
  • 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
  • Series: means a category of membership interests, within a class of membership interests, that have some of the same rights and preferences as other membership interests within the same class, but that differ in one (1) or more rights and preferences from another category of membership interests within that class. See Tennessee Code 48-202-101
  • 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
  • Trustee: A person or institution holding and administering property in trust.
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b) Chapters 51-68 of this title must require or permit filing the document in the office of the secretary of state.
(c) The document must contain the information required by chapters 51-68 of this title or required by rule. 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 corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.
(f) The document must be executed:

(1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers;
(2) If directors have not been selected or the corporation has not been formed, by an incorporator; or
(3) If the corporation 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 person’s signature the person’s name and the capacity in which the person signs. The document may, but need not, contain:

(1) The corporate seal;
(2) An attestation by the secretary or an assistant secretary;
(3) An acknowledgement, verification, or proof; or
(4) 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 has prescribed a mandatory form for the document under § 48-51-302, 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 in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 51-68 of this title.
(j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply:

(1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document;
(2) The facts may include, but are not limited to:

(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or
(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document;
(3) As used in this subsection (j):

(A) “Filed document” means a document filed with the secretary of state under chapters 51-68 of this title, except chapter 65 or § 48-66-203; and
(B) “Plan” means a plan of domestication, for-profit conversion, entity conversion, merger, or membership exchange;
(4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document:

(A) The name and address of any person required in a filed document;
(B) The registered office of any entity required in a filed document;
(C) The registered agent of any entity required in a filed document;
(D) The number of authorized shares and designation of each class or series of shares or the number of authorized memberships and designation of each class or series of memberships;
(E) The effective date of a filed document; and
(F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and
(5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders.
(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) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to chapters 51-68 of this title.
(m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission.
(n) 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 confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that 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.
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