Tenn. Code Ann. § 48-101-601 Short title.
48-101-601. Short title.
This part shall be known and may be cited as the “Tennessee Professional Corporation Act.”
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-601.
Tennessee Professional Corporation Act
Tenn. Code Ann. tit. 48, ch. 101, pt. 6
in effectTenn. Code Ann. § 48-101-602 Applicability of Tennessee Business Corporation Act.
48-101-602. Applicability of Tennessee Business Corporation Act.
The Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, applies to professional corporations, both domestic and foreign, to the extent not inconsistent with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-602.
Tenn. Code Ann. § 48-101-603 Part definitions.
48-101-603. Part definitions.
As used in this part, unless the context otherwise requires:
(1) “Disqualified person” means an individual or entity that for any reason is or becomes ineligible under this part to be issued shares by a professional corporation;
(2) “Domestic professional corporation” means a professional corporation;
(3) “Foreign professional corporation” means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state;
(4) “Law” includes rules promulgated in accordance with § 48-101-630;
(5) “Licensing authority” means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service;
(6) “Professional corporation” means a corporation for profit, other than a foreign professional corporation, subject to this part;
(7) “Professional service” means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service, and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title; and
(8) “Qualified person” means an individual, general partnership or professional corporation to whom shares under this part may be issued.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-603.
Tenn. Code Ann. § 48-101-604 Incorporation.
48-101-604. Incorporation.
(a) One (1) or more persons may incorporate a professional corporation by delivering to the secretary of state for filing a charter that states:
(1) It is a professional corporation; and
(2) Its purpose is to render the specified professional services.
(b) A corporation incorporated under a general law of this state whose charter has not been repealed by this part may elect professional corporation status by amending its charter to comply with subsection (a) and § 48-101-609.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-604.
Tenn. Code Ann. § 48-101-605 Election.
48-101-605. Election.
(a) Except to the extent authorized by subsection (b), a corporation may elect professional corporation status under § 48-101-604 solely for the purpose of rendering professional services (including services ancillary to it) and solely within a single profession.
(b) A corporation may elect professional corporation status under § 48-101-604 for the purpose of rendering professional services within two (2) or more professions, and for the purpose of engaging in any lawful business authorized by the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, only if the combination of professional purposes or of professional and business purposes is specifically authorized by the licensing law of this state applicable to each profession in the combination.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-605.
Tenn. Code Ann. § 48-101-606 Powers — Professional services.
48-101-606. Powers — Professional services.
(a) Except as provided in subsection (b), a professional corporation has the powers enumerated in chapter 13 of this title.
(b) A professional corporation may be a promoter, general partner, member, associate or manager of a partnership, joint venture, trust or other entity only if the entity is engaged solely in rendering professional services or in carrying on business authorized by the professional corporation's charter.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-606.
Tenn. Code Ann. § 48-101-607 Rendering professional services in this state — Requirements.
48-101-607. Rendering professional services in this state — Requirements.
(a) A domestic or foreign corporation may render professional services in this state only through individuals licensed or otherwise authorized in this state to render the services.
(b) Subsection (a) does not:
(1) Require an individual employed by a professional corporation to be licensed to perform services for the corporation if a license is not otherwise required;
(2) Prohibit a licensed individual from rendering professional services in such person's individual capacity although such person is a shareholder, director, officer, employee or agent of a domestic or foreign professional corporation; or
(3) Prohibit an individual licensed in another state from rendering professional services for a domestic or foreign professional corporation in this state if not prohibited by the licensing authority.
Acts 1992, ch. 698, § 1.; T.C.A., § 48-3-607.
Tenn. Code Ann. § 48-101-608 Professional services limited by charter.
48-101-608. Professional services limited by charter.
(a) A professional corporation may not render any professional service or engage in any business other than the professional service and business authorized by its charter.
(b) Subsection (a) does not prohibit a professional corporation from investing its funds in real estate, mortgages, securities or any other type of investment.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-608.
Tenn. Code Ann. § 48-101-609 Name.
48-101-609. Name.
(a) The name of a domestic professional corporation and of a foreign professional corporation authorized to transact business in this state, in addition to satisfying the requirements of chapter 14 (except for § 48-14-101(a)(1)) and chapter 25 of this title:
(1) Must contain the words “professional corporation,” “professional association,” or “service corporation” or the abbreviation “P.C.,” “P.A.,” or “S.C.”; and
(2) May not contain language stating or implying that it is incorporated for a purpose other than that authorized by § 48-101-605 and its charter.
(b) Chapters 14 and 25 of this title do not prevent the use of a name otherwise prohibited by those sections if it is the personal name of a shareholder or former shareholder of the domestic or foreign professional corporation or the name of an individual who was associated with a predecessor of the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-609.
Tenn. Code Ann. § 48-101-610 Stock — Limitations on ownership.
48-101-610. Stock — Limitations on ownership.
(a)(1) A professional corporation may issue shares, fractional shares, and rights to purchase shares.
(2) A professional corporation may only issue shares for sale to other persons not licensed to practice such profession in Tennessee if the licensing authority which licenses the professionals forming such corporations specifically authorizes the issuance of such shares. If permitted by the authority which licenses such professionals, and if such professionals form corporations, such corporations may issue such shares, fractional shares and rights or options to purchase shares only to:
(A) Individuals who are authorized by law in this or another state to render a professional service described in the corporation's charter;
(B) General partnerships in which all the partners are qualified persons with respect to the professional corporation and in which at least one (1) partner is authorized by law in this state to render a professional service described in the corporation's charter;
(C) Professional corporations, domestic or foreign, authorized by law in this state to render a professional service described in the corporation's charter; or
(D) Professional limited liability companies, domestic or foreign, authorized by law in this state to render a professional service described in the professional limited liability company's articles.
(b) If a licensing authority with jurisdiction over a profession considers it necessary to prevent violation of the ethical standards of the profession, the authority may by rule restrict or condition, or revoke in part, the authority of professional corporations subject to its jurisdiction to issue shares. A rule promulgated under this section does not, of itself, make a shareholder of a professional corporation at the time the rule becomes effective a disqualified person.
(c) Shares issued in violation of this section or a rule promulgated under this section are void.
(d)(1) Notwithstanding any other provision of this chapter, the following health care professionals shall have a right to form and own shares in the same professional corporation formed pursuant to this part:
(A) Optometrists licensed under title 63, chapter 8, and ophthalmologists licensed under title 63, chapter 6 or 9;
(B) Podiatrists licensed under title 63, chapter 3, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, or anesthesiologists;
(C) Doctors of chiropractic licensed under title 63, chapter 4, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists; and
(D) Physician assistants licensed under title 63, chapter 19, part 1, and physicians licensed under title 63, chapter 6 or 9, except radiologists, pathologists, and anesthesiologists.
(2) The services rendered by these health care professionals are considered related and complementary to one another; provided, that nothing in this chapter shall be construed to alter the lawful scope of practice of a professional forming a professional corporation pursuant to this subsection (d); and provided further, that nothing in this part shall be construed to allow any professional forming a professional corporation pursuant to this subsection (d) to conduct the professional's practice in a manner contrary to the standards of ethics applicable to the profession. Such individual shall accurately state the individual's professional credentials on any advertisement to the public.
Acts 1992, ch. 698, § 1; 1994, ch. 868, § 9; T.C.A., § 48-3-610; Acts 2002, ch. 742, § 1; 2003, ch. 45, § 1; 2005, ch. 59, § 1.
Tenn. Code Ann. § 48-101-611 Required statement to appear on each share certificate.
48-101-611. Required statement to appear on each share certificate.
(a) The following statement must appear conspicuously on each share certificate issued by a professional corporation:
The transfer of shares of a professional corporation is restricted by the Tennessee Professional Corporation Act, and is subject to further restriction imposed from time to time by the licensing authority. Shares of a professional corporation are also subject to a statutory compulsory repurchase obligation.
(b) Within a reasonable time after the issuance or transfer of shares of a professional corporation that do not contain such statement, the corporation shall send the shareholders a written notice containing the statement required by subsection (a).
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-611.
Tenn. Code Ann. § 48-101-612 Transfer or pledge of shares.
48-101-612. Transfer or pledge of shares.
(a)(1) A shareholder of a professional corporation may transfer or pledge shares, fractional shares, and rights or options to purchase shares of the corporation only to individuals, general partnerships, professional limited liability companies and professional corporations qualified under § 48-101-610 to be issued shares.
(2) Nothing in this section shall be construed as prohibiting such a shareholder from pledging shares to a financial institution as collateral for a loan.
(b) A transfer of shares made in violation of subsection (a), except one made by operation of law or court judgment, is void.
Acts 1992, ch. 698, § 1; 1994, ch. 868, § 8; T.C.A., § 48-3-612.
Tenn. Code Ann. § 48-101-613 When professional corporation must acquire the shares of its stockholder.
48-101-613. When professional corporation must acquire the shares of its stockholder.
(a) A professional corporation must acquire (or cause to be acquired by a qualified person) the shares of its shareholder, at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination of employment, if:
(1) The shareholder dies;
(2) The shareholder becomes a disqualified person, except as provided in subsection (c);
(3) The shares are transferred by operation of law or court judgment to a disqualified person, except as provided in subsection (c); or
(4) The shareholder retires, withdraws from or terminates employment with the professional corporation.
(b) If a price for the shares is fixed in accordance with the charter or bylaws or by private agreement, that price controls. If the price is not so fixed, the corporation shall acquire the shares in accordance with § 48-101-614. If the disqualified person rejects the corporation's purchase offer, either the person or the corporation may commence a proceeding under § 48-101-615 to determine the fair value of the shares.
(c) This section does not require the acquisition of shares in the event of disqualification if the disqualification lasts no more than five (5) months from the date the disqualification or transfer occurs.
(d) This section and § 48-101-614 do not prevent or relieve a professional corporation from paying pension benefits or other deferred compensation for services rendered to a former shareholder if otherwise permitted by law.
(e) A provision for the acquisition of shares contained in a professional corporation's charter or bylaws, or in a private agreement, is specifically enforceable.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-613.
Tenn. Code Ann. § 48-101-614 Notice of acquisition of shares — Acceptance — Termination of interest.
48-101-614. Notice of acquisition of shares — Acceptance — Termination of interest.
(a) If shares must be acquired under § 48-101-613, the professional corporation shall deliver a written notice to the personal representative of the estate of its deceased shareholder, or to the disqualified person, the transferee, the retiree, or the shareholder terminating such shareholder's employment with the corporation, offering to purchase the shares at a price the corporation believes represents their fair value as of the date of death, disqualification, transfer, retirement or termination. The offer notice must be accompanied by the corporation's balance sheet for a fiscal year ending not more than sixteen (16) months before the effective date of the offer notice, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any.
(b) The disqualified person has thirty (30) days from the effective date of the notice to accept the corporation's offer or demand that the corporation commence a proceeding under § 48-101-615 to determine the fair value of such person's shares. If such person accepts the offer, the corporation shall make payment for the shares within sixty (60) days from the effective date of the offer notice (unless a later date is agreed on) upon the disqualified person's surrender of such person's shares to the corporation.
(c) After the corporation makes payment for the shares, the disqualified person has no further interest in them.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-614.
Tenn. Code Ann. § 48-101-615 Commencement of proceedings to determine fair value of shares.
48-101-615. Commencement of proceedings to determine fair value of shares.
(a) If the disqualified shareholder does not accept the professional corporation's offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares.
(b) The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive.
(c) The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
(d) The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable.
(e) The court may order the judgment paid in installments determined by the court.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-615.
Tenn. Code Ann. § 48-101-616 Assessment of proceeding costs.
48-101-616. Assessment of proceeding costs.
(a) The court in an appraisal proceeding commenced under § 48-101-615 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, and shall assess the costs against the professional corporation. But the court may assess costs against the disqualified shareholder, in an amount the court finds equitable, if the court finds the shareholder acted arbitrarily, vexatiously or not in good faith in refusing to accept the corporation's offer.
(b) The court may also:
(1) Assess the fees and expenses of counsel and experts for the disqualified shareholder against the corporation and in favor of the shareholder if the court finds that the fair value of such shareholder's shares substantially exceeded the amount offered by the corporation or that the corporation did not make an offer; or
(2) Assess the fees and expenses of counsel and experts for the corporation against the disqualified shareholder and in favor of the corporation if the court finds that the fair value of such shareholder's shares did not substantially exceed the amount offered by the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-616.
Tenn. Code Ann. § 48-101-617 Shares of a disqualified person.
48-101-617. Shares of a disqualified person.
If the shares of a disqualified person are not acquired under § 48-101-614 or § 48-101-615 within ten (10) months after the death of the shareholder or within five (5) months after the disqualification, transfer, retirement or termination of employment, the professional corporation shall immediately cancel the shares on its books, and the disqualified person has no further interest as a shareholder in the corporation other than such disqualified person's right to payment of the fair value of the shares under § 48-101-614 or § 48-101-615.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-617.
Tenn. Code Ann. § 48-101-618 Officers and directors.
48-101-618. Officers and directors.
If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (½) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-618.
Tenn. Code Ann. § 48-101-619 Proxy to vote shares.
48-101-619. Proxy to vote shares.
(a) Only a qualified person may be appointed a proxy to vote shares of a professional corporation.
(b) A voting trust with respect to shares of a professional corporation is not valid unless all of its trustees and beneficiaries are qualified persons. But if a beneficiary who is a qualified person dies or becomes disqualified, a voting trust valid under this subsection (b) continues to be valid for ten (10) months after the date of death or for five (5) months after the disqualification occurred.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-619.
Tenn. Code Ann. § 48-101-620 Privileged communications.
48-101-620. Privileged communications.
A privilege applicable to communications between an individual rendering professional services and the person receiving the services recognized under the statutes or common law of this state is not affected by this part. The privilege applies to a domestic or foreign professional corporation and to its employees in all situations in which it applies to communications between an individual rendering professional services on behalf of the corporation and the person receiving the services.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-620.
Tenn. Code Ann. § 48-101-621 Liability.
48-101-621. Liability.
(a) Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault.
(b) A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees.
(c) Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-621.
Tenn. Code Ann. § 48-101-622 Merger.
48-101-622. Merger.
(a) If all the shareholders of the disappearing and surviving corporations are qualified to be shareholders of the surviving corporation, a professional corporation may merge with another domestic or foreign professional corporation or with a domestic or foreign business corporation.
(b) If the surviving corporation is to render professional services in this state, it must comply with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-622.
Tenn. Code Ann. § 48-101-623 Where professional corporation ceases to render professional services.
48-101-623. Where professional corporation ceases to render professional services.
If a professional corporation ceases to render professional services, it must amend or restate its charter to delete references to rendering professional services and to conform its corporate name to the requirements of chapter 14 of this title. After the amendment becomes effective, the corporation may continue in existence as a business corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, and it is no longer subject to this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-623.
Tenn. Code Ann. § 48-101-624 Dissolution of professional corporations.
48-101-624. Dissolution of professional corporations.
The attorney general and reporter may commence a proceeding under chapter 24, part 3 of this title to dissolve a professional corporation if:
(1) The secretary of state or a licensing authority with jurisdiction over a professional service described in the corporation's charter serves written notice on the corporation under § 48-15-104, that it has violated or is violating a provision of this part;
(2) The corporation does not correct each alleged violation, or demonstrate to the reasonable satisfaction of the secretary of state or licensing authority that it did not occur, within sixty (60) days after service of the notice is perfected under § 48-15-104; and
(3) The secretary of state or licensing authority certifies to the attorney general and reporter a description of the violation, that it notified the corporation of the violation, and that the corporation did not correct it, or demonstrate that it did not occur, within sixty (60) days after perfection of service of the notice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-624.
Tenn. Code Ann. § 48-101-625 Foreign professional corporation — Requirements for obtaining a certificate of authority.
48-101-625. Foreign professional corporation — Requirements for obtaining a certificate of authority.
(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
(b) A foreign professional corporation may not obtain a certificate of authority unless:
(1) Its corporate name satisfies the requirements of § 48-101-609;
(2) It is incorporated for one (1) or more of the purposes described in § 48-101-605; and
(3) All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
(c) A foreign professional corporation is not required to obtain a certificate of authority to transact business in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-625.
Tenn. Code Ann. § 48-101-626 Foreign professional corporation — Application for certificate of authority.
48-101-626. Foreign professional corporation — Application for certificate of authority.
The application of a foreign professional corporation for a certificate of authority to render professional services in this state shall contain the information required in § 48-25-103, state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-626.
Tenn. Code Ann. § 48-101-627 Foreign professional corporation — Revocation of certificate of authority.
48-101-627. Foreign professional corporation — Revocation of certificate of authority.
The secretary of state may administratively revoke under chapter 25, part 3 of this title the certificate of authority for a foreign professional corporation authorized to transact business in this state if a licensing authority with jurisdiction over a professional service described in this corporation's charter certifies to the secretary of state that the corporation has violated or is violating a provision of this part and describes the violation in the certificate.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-627.
Tenn. Code Ann. § 48-101-628 Filing of charter with licensing authorities required.
48-101-628. Filing of charter with licensing authorities required.
A domestic or foreign professional corporation authorized to transact business in this state may not render professional services in this state until it delivers a certified copy of its charter for filing to each licensing authority with jurisdiction over a professional service described in the charter if required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation.
Acts 1992, ch. 698, § 1; 1994, ch. 846, § 1; T.C.A., § 48-3-628.
Tenn. Code Ann. § 48-101-629 Annual statement of qualifications — When required — Contents.
48-101-629. Annual statement of qualifications — When required — Contents.
(a) If required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation, each domestic professional corporation, and each foreign professional corporation authorized to transact business in this state, shall deliver for filing to each licensing authority having jurisdiction over a professional service described in the corporation's charter an annual statement of qualification setting forth:
(1) The names and usual business addresses of its directors and officers; and
(2) Information required by rule promulgated by the licensing authority to determine compliance with this part and other rules promulgated under it.
(b) The first qualification statement required under this section must be delivered to the licensing authority between January 1 and April 1 of the year following the adoption of a rule requiring such statements and the calendar year in which a domestic corporation became a professional corporation or a foreign professional corporation was authorized to transact business in this state. Subsequent qualification statements must be delivered to the licensing authority between January 1 and April 1 of the following calendar years.
(c) Any information required by a licensing authority pursuant to this section shall be submitted in the annual statement of qualification, and the licensing authority shall have no authority to require the professional corporation to include in its charter filed pursuant to § 48-12-101 any information other than that which is specifically prescribed by § 48-12-102 or other statutes.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-629; Acts 1998, ch. 927, § 1.
Tenn. Code Ann. § 48-101-630 Power of licensing authority to promulgate rules.
48-101-630. Power of licensing authority to promulgate rules.
Each licensing authority is empowered to promulgate rules expressly authorized by this part if the rules are consistent with the public interest or required by the public health or welfare or by generally recognized standards of professional conduct.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-630.
Tenn. Code Ann. § 48-101-631 Jurisdiction of licensing authority and laws pertaining to standards of professional conduct not restricted.
48-101-631. Jurisdiction of licensing authority and laws pertaining to standards of professional conduct not restricted.
This part does not restrict the jurisdiction of a licensing authority over individuals rendering a professional service within the jurisdiction of the licensing authority, nor does it affect the interpretation or application of any law pertaining to standards of professional conduct.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-631.
Tenn. Code Ann. § 48-101-632 Offense — Penalty.
48-101-632. Offense — Penalty.
(a) A person commits an offense if such person signs a document such person knows is false in any material respect with intent that the document be delivered to the licensing authority for filing.
(b) An offense under this section is a Class A misdemeanor.
(c) The offense created by this section is in addition to any other offense created by law for the same conduct.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-632.
Tenn. Code Ann. § 48-101-633 Applicability.
48-101-633. Applicability.
(a) This part applies to all professional corporations in existence on July 1, 1993, that were incorporated under any general statute of this state providing for incorporation of corporations for profit.
(b) Section 48-101-609(a)(1) does not apply to the charter of any corporation existing on July 1, 1993, unless and until a charter amendment is filed. The first charter amendment filed after June 30, 1993, by a corporation whose charter does not comply with § 48-101-609(a)(1) shall include provisions complying with such section.
(c) Section 48-101-611(a) does not apply to shares outstanding on July 1, 1993, until such shares are transferred by the shareholder or otherwise reissued by the corporation. Upon such transfer or reissuance, such section shall apply.
(d) This part does not affect an existing or future right or privilege to render professional services through the use of any other form of business entity.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-633.
Tenn. Code Ann. § 48-101-634 Reservation of power to amend or repeal.
48-101-634. Reservation of power to amend or repeal.
The general assembly has the power to amend or repeal all or part of this part at any time, and all domestic and foreign professional corporations subject to this part are governed by the amendment or repeal.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-634.
Tenn. Code Ann. § 48-101-635 Repeal of a statute by this part.
48-101-635. Repeal of a statute by this part.
(a) Except as provided in subsection (b), the repeal of a statute by this part does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or
(4) Any proceeding, reorganization or dissolution commenced under the statute before its repeal and the proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(b) If a penalty or punishment imposed for violation of a statute repealed by this part is reduced by this part, the penalty or punishment if not already imposed shall be imposed in accordance with this part.
Acts 1992, ch. 698, § 1; T.C.A., § 48-3-635.
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