48-247-101 - Filing requirements. - Tennessee Statutes

48-247-101. Filing requirements.

(a)  A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.

(b)  Chapters 201-248 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 201-248 of this title. It may contain other information as well.

(d)  The document must be typewritten or printed in ink in a clear and legible fashion on one (1) side of letter or legal size paper.

(e)  The document must be in the English language. An LLC's or other business entity's name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence or equivalent required of foreign business entities 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 if a corporate action is taken, by the chief manager, a governor or another authorized manager if an LLC action is taken, by a general partner if a partnership action is taken or by the equivalent person of another business entity;

     (2)  If directors of a corporation or governors of a board-governed LLC have not been selected or the corporation or LLC has not been formed, by an incorporator or organizer; or

     (3)  If the business entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary.

(g)  The person executing the document shall sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may but need not contain:

     (1)  An attestation by the secretary or an assistant secretary;

     (2)  An acknowledgment, verification, or proof; or

     (3)  The date the document is signed, except that such date shall be required for the annual report for the secretary of state.

(h)  If the secretary of state pursuant to statutory authority has prescribed a mandatory form for the document, 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 and must be accompanied by the current filing fee, and any tax, license fee, interest, or penalty required by chapters 201-248 of this title.

(j)  The document must contain a statement which makes it clear that it is being filed pursuant to the Tennessee Limited Liability Company Act.

(k)  The secretary of state has the power to promulgate appropriate rules and regulations establishing acceptable methods for execution of any document to be filed with the secretary of state.

(l)  Notwithstanding any other provision of the 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 certificate from the commissioner of revenue reciting that the business has properly filed all reports and paid all required taxes and penalties, the certificate requirement shall be 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)  Any Tennessee LLC that has not timely filed with the department of revenue such information as has been required by the commissioner of revenue under prior law (Acts 1997, ch. 421, § 1) shall be subject to administrative dissolution in accordance with the procedures specified in § 48-245-302. The certificate of authority of any foreign LLC that has not timely filed such information with the department shall be subject to revocation as provided in § 48-246-502. Upon certification by the commissioner that it has complied with the information reporting requirements that were required under prior law, a 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.

[Acts 1994, ch. 868, § 1; 1997, ch. 421, § 1; 1999, ch. 80, § 3; 1999, ch. 159, §§ 1, 2.]