Certificate of Authority

Tenn. Code Ann. tit. 48, ch. 25, pt. 1

in effect

Tenn. Code Ann. § 48-25-101 Authority to transact business required.

48-25-101. Authority to transact business required. (a) A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state. (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a): (1) Maintaining, defending, or settling any proceeding, claim, or dispute; (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation's own securities or appointing and maintaining trustees or depositories with respect to those securities; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trusts, mortgages, and security interests in real or personal property; (8) Securing or collecting debts or enforcing mortgages, deeds of trust, and security interests in property securing the debts; (9) Owning, without more, real or personal property; provided, that for a reasonable time the management and rental of real property acquired in connection with enforcing a mortgage or deed of trust shall also not be considered transacting business if the owner is attempting to liquidate the owner's investment and if no office or other agency therefor, other than an independent agency, is maintained in this state; (10) Conducting an isolated transaction that is completed within one (1) month and that is not one in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose. Acts 1986, ch. 887, § 15.01.

Tenn. Code Ann. § 48-25-102 Consequences of transacting business without authority.

48-25-102. Consequences of transacting business without authority. (a) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. (b) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign corporation or its successor obtains a certificate of authority. (c) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate. (d) A foreign corporation which transacts business or conducts affairs in this state without a certificate of authority shall be liable to this state, for the years or parts thereof during which it transacted business or conducted affairs in this state without a certificate of authority, in an amount equal to treble the amount of all fees, penalties and taxes, plus interest, which would have been imposed by the laws of this state upon such corporation had it duly applied for and received a certificate of authority as required by this chapter, and thereafter had failed to file all reports required. (e) An application for a certificate of authority by a foreign corporation which has transacted business in this state without a certificate of authority shall not be filed by the secretary of state until all amounts due under subsection (d) shall have been paid. (f) Notwithstanding subsections (a) and (b), the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state. Acts 1986, ch. 887, § 15.02.

Tenn. Code Ann. § 48-25-103 Application for certificate of authority.

48-25-103. Application for certificate of authority. (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth: (1) The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106; (2) The name of the state or country under whose law it is incorporated; (3) Its date of incorporation and period of duration, if other than perpetual; (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (5) The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office; (6) The names and business addresses, including the zip code, of its current directors and officers; and (7) A statement that it is a corporation for profit. (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state. (c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing. Acts 1986, ch. 887, § 15.03; 1987, ch. 273, § 48; 1989, ch. 451, § 24; 1991, ch. 188, § 7; 2010, ch. 741, § 8; 2012, ch. 1051, §§ 50, 51; 2014, ch. 783, §§ 4, 5.

Tenn. Code Ann. § 48-25-104 Amended certificate of authority.

48-25-104. Amended certificate of authority. (a) A foreign corporation authorized to transact business in this state must obtain an amended certificate of authority from the secretary of state if it changes: (1) Its corporate name; (2) The period of its duration; or (3) The state or country of its incorporation. (b) The requirements of § 48-25-103 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Acts 1986, ch. 887, § 15.04; 1989, ch. 451, § 25; 1991, ch. 188, § 5.

Tenn. Code Ann. § 48-25-105 Effect of certificate of authority.

48-25-105. Effect of certificate of authority. (a) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this state subject, however, to the right of the state to revoke the certificate as provided in chapters 11-27 of this title. (b) A foreign corporation with a valid certificate of authority has the same but no greater rights and has the same but no greater privileges as, and except as otherwise provided by chapters 11-27 of this title, is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic corporation of like character. (c) Chapters 11-27 of this title do not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in this state. (d) This state does hereby release its right of escheat by virtue of the alien origin of such foreign corporation, or the alienage or nonresidence of the shareholders of such foreign corporation, or any of them, in accordance with the Uniform Unclaimed Property Act, compiled in title 66, chapter 29. Acts 1986, ch. 887, § 15.05; 2017, ch. 457, § 2.

Tenn. Code Ann. § 48-25-106 Corporate name of foreign corporation.

48-25-106. Corporate name of foreign corporation. (a) A foreign corporation may obtain or maintain a certificate of authority to transact business in this state under any of the following names: (1) The corporate name of the foreign corporation; provided, that such name complies with § 48-14-101; (2) An assumed corporate name which meets the requirements of § 48-14-101; or (3) The corporate name of the foreign corporation with the word “corporation,” “incorporated” or “company,” or the abbreviation “corp.,” “inc.” or “co.” added. (b) Except as authorized by subsections (c) and (d), the corporate name (including an assumed corporate name) of a foreign corporation must be distinguishable upon the records of the secretary of state from: (1) The corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in this state; (2) A corporate name or assumed corporate name reserved or registered under § 48-14-102 or § 48-14-103; (3) The corporate name of a not for profit corporation incorporated or authorized to transact business in this state; and (4) A limited partnership name reserved or organized under the laws of the state of Tennessee or registered as a foreign limited partnership in Tennessee. (c) A foreign corporation may apply to the secretary of state for authorization to use in this state the name of another corporation (incorporated or authorized to transact business in this state) that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if: (1) The other corporation or limited partnership consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of record having competent jurisdiction, establishing the applicant's right to use the name applied for in this state. (d) A foreign corporation may use in this state the name (including the assumed corporate name) of another domestic or foreign corporation that is used in this state, if the other corporation is incorporated or authorized to transact business in this state and the foreign corporation has: (1) Merged with the other corporation; (2) Been formed by reorganization of the other corporation; or (3) Acquired all or substantially all of the assets, including the corporate name, of the other corporation. (e) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy the requirements of § 48-14-101, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of § 48-14-101 and obtains an amended certificate of authority under § 48-25-104. Acts 1986, ch. 887, § 15.06; 1989, ch. 451, § 26; 1991, ch. 188, § 15.

Tenn. Code Ann. § 48-25-107 Registered office and registered agent of foreign corporation.

48-25-107. Registered office and registered agent of foreign corporation. Each foreign corporation authorized to transact business in this state shall continuously maintain in this state: (1) A registered office that may be the same as any of its places of business; and (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state. Acts 1986, ch. 887, § 15.07; 2023, ch. 102, § 2.

Tenn. Code Ann. § 48-25-108 Change of registered office or registered agent of foreign corporation.

48-25-108. Change of registered office or registered agent of foreign corporation. (a) A foreign corporation authorized to transact business in this state may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth: (1) Its name; (2) If the current registered office is to be changed, the street address, including the zip code, of its new registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the new registered office), and the county in which the office is located; (3) If the current registered agent is to be changed, the name of its new registered agent; and (4) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (b) If a registered agent changes the street address of such registered agent's business office, such registered agent may change the street address of the registered office of any foreign corporation for which such registered agent is the registered agent by notifying the corporation in writing of the change and signing (either manually or in facsimile), and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (a) and recites that the corporation has been notified of the change. (c) Each foreign corporation authorized to transact business in this state shall comply with § 48-15-101(b). Acts 1986, ch. 887, § 15.08; 1987, ch. 273, §§ 40, 48; 1991, ch. 188, § 11; 2012, ch. 1051, § 52; 2014, ch. 783, § 6.

Tenn. Code Ann. § 48-25-109 Resignation of registered agent of foreign corporation.

48-25-109. Resignation of registered agent of foreign corporation. (a) The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the secretary of state, an original statement of resignation accompanied by the agent's certification that the agent has mailed written notice of the registered agent's resignation to the principal office of the corporation by certified mail. The statement of resignation may include a statement that the registered office is also discontinued. (b) The agency appointment is terminated, and the registered office discontinued if so provided, on the date on which the statement is filed by the secretary of state. Acts 1986, ch. 887, § 15.09; 2025, ch. 97, § 3.

Tenn. Code Ann. § 48-25-110 Service on foreign corporation.

48-25-110. Service on foreign corporation. (a) The registered agent of a foreign corporation authorized to transact business in this state is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the foreign corporation. (b) Service on a foreign corporation when the secretary of state is its agent for service of process may be obtained pursuant to § 48-15-105. (c) This section does not prescribe the only means, or necessarily the required means, of serving a foreign corporation. Acts 1986, ch. 887, § 15.10; 1989, ch. 451, § 27.

Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026