Revocation of Certificate of Authority

Tenn. Code Ann. tit. 48, ch. 25, pt. 3

in effect

Tenn. Code Ann. § 48-25-301 Grounds for revocation.

48-25-301. Grounds for revocation. The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: (1) The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; (2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance; (4) The name of the foreign corporation contained in a document filed pursuant to chapters 11-27 of this title fails to comply with § 48-25-106; (5) The foreign corporation files a document with the secretary of state in which an incorporator, director, officer, agent, or representative of the foreign corporation signed the document knowing that the document contained materially false information; (6) The foreign corporation is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation, except for entities involved in transactions approved by the committee on foreign investment in the United States; (7) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger; (8) The foreign corporation is exceeding the authority conferred upon it by this chapter; or (9) The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment. Acts 1986, ch. 887, § 15.30; 1987, ch. 273, § 42; 1989, ch. 451, § 28; 2025, ch. 113, § 3.

Tenn. Code Ann. § 48-25-302 Procedure for and effect of revocation.

48-25-302. Procedure for and effect of revocation. (a) If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state's determination under § 48-25-110, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-25-301(6) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b). (b) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-25-110, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-25-110, except that the certificate may be sent by first class mail. (c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-15-105. (e) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation. (f) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof. Acts 1986, ch. 887, § 15.31; 1989, ch. 451, § 29; 2012, ch. 1051, § 53.

Tenn. Code Ann. § 48-25-303 Reinstatement following administrative revocation.

48-25-303. Reinstatement following administrative revocation. (a) A foreign corporation whose certificate of authority is administratively revoked under § 48-25-302 may apply to the secretary of state for reinstatement. The application must: (1) Contain a confirmation of good standing relative to such foreign corporation; (2) Recite the name of the corporation at its date of revocation; (3) State that the ground or grounds for revocation either did not exist or have been eliminated; and (4) State a corporate name that satisfies the requirements of § 48-14-101. (b)(1) If the secretary of state determines that the application contains the confirmation of good standing and information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state's determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under § 48-15-104. (2) If the corporate name in subdivision (a)(4) is different than the corporate name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the corporate name. (c) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation and the corporation resumes carrying on its business as if the administrative revocation had never occurred. Acts 1986, ch. 887, § 15.32; 1987, ch. 273, § 43; 1989, ch. 451, § 30; 1991, ch. 188, § 10; 2000, ch. 572, § 1; 2010, ch. 741, §§ 10, 11; 2011, ch. 99, § 2.

Tenn. Code Ann. § 48-25-304 Appeal from denial of reinstatement.

48-25-304. Appeal from denial of reinstatement. (a) If the secretary of state denies a foreign corporation's application for reinstatement following administrative revocation, the secretary of state shall serve the corporation under §§ 48-15-104 and 48-15-105 with a notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the chancery court of Davidson County within one (1) month after service of the communication of denial is perfected. The corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of the secretary of state's communication of denial. (c) The court may summarily order the secretary of state to reinstate the revoked corporation or may take other action the court considers appropriate. (d) The court's final decision may be appealed as in other civil proceedings. Acts 1986, ch. 887, § 15.33; 2012, ch. 1051, § 54.

Tenn. Code Ann. § 48-25-305 Certificate of withdrawal following administrative revocation.

48-25-305. 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 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 tax clearance for termination or withdrawal relative to such foreign corporation. (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. 451, § 31; 2010, ch. 741, § 12.

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