48-65-305 - Certificate of withdrawal following administrative revocation. - Tennessee Statutes

48-65-305. Certificate of withdrawal following administrative revocation.

(a)  When a foreign corporation, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing an application for a certificate of withdrawal following administrative revocation of the certificate of authority. The application shall set forth:

     (1)  The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

     (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 its mailing address.

(b)  The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.

(c)  The secretary of state shall not file an application for a certificate of withdrawal following administrative revocation unless it is accompanied by a certificate from the commissioner stating that the corporation has properly filed all reports and paid all taxes and penalties required by the revenue laws of this state.

(d)  After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (a).

[Acts 1989, ch. 445, § 23.]