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Form a Business

Foreign Limited Liability Companies

Tenn. Code Ann. tit. 48, ch. 249, pt. 9
in effect

Tenn. Code Ann. § 48-249-901 Governing law.

48-249-901. Governing law. Subject to the Constitution of Tennessee: (1) The laws of the jurisdiction under which a foreign LLC is formed govern its formation, internal affairs and dissolution, and the liability of its members and representatives, regardless of whether the foreign LLC procured, or should have procured, a certificate of authority under this part; and (2) Except as provided in § 48-249-1123, a foreign LLC may not be denied a certificate of authority to transact business in this state by reason of any difference between the laws of the jurisdiction of its formation and the laws of this state. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 46.

Tenn. Code Ann. § 48-249-902 Transactions not constituting transacting business.

48-249-902. Transactions not constituting transacting business. (a) General. The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this part: (1) Maintaining, defending or settling any proceeding, claim or dispute; (2) Holding meetings of its members or representatives, or carrying on any other activities concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLC'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 representatives or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating or acquiring indebtedness, deeds of trust, 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 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 a transaction in the course of repeated transactions of a like nature; or (11) Transacting business in interstate commerce. (b) Entity not transacting business. An entity formed under the laws of any jurisdiction other than this state shall not be deemed to be transacting business in this state for purposes of obtaining a certificate of authority to transact business, solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC. (c) Nonexhaustive enumeration. The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign LLC is required to procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state, or to regulation under any other law of this state. Acts 2005, ch. 286, § 1.

Tenn. Code Ann. § 48-249-903 Name.

48-249-903. Name. (a) Foreign LLC name. A foreign LLC's name, to the extent used in this state, shall meet the requirements of § 48-249-106. (b) Indistinguishable name. A foreign LLC may apply to the secretary of state under § 48-249-106, to utilize an indistinguishable name. (c) Assumed name. A foreign LLC may elect to adopt an assumed name under § 48-249-106, and to renew the assumed name. (d) Change or cancellation of assumed name. A foreign LLC may, pursuant to § 48-249-106, change or cancel an assumed name. (e) Reserved name. A foreign LLC may, pursuant to § 48-249-107, reserve a name and transfer or cancel a reserved name. (f) Registered name. A foreign LLC may obtain and retain a registered name by complying with § 48-249-108. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 47.

Tenn. Code Ann. § 48-249-904 Application for certificate of authority.

48-249-904. Application for certificate of authority. (a) Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following: (1) The name of the foreign LLC; (2) The name of the jurisdiction under the laws of which it is formed and the date of its formation; (3) The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office; (4) The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); (5) If § 48-249-309(i) is applicable to the foreign LLC, the information required under § 48-249-309(i); (6) If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and (7) Any additional information as required by the secretary of state. (b) Submission of application. The foreign LLC shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of limited liability company records in the jurisdiction of its formation. The certificate shall not bear a date of more than two (2) months prior to the date the application for the certificate of authority is filed in this state. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 48; 2014, ch. 783, § 15; 2020, ch. 719, § 19.

Tenn. Code Ann. § 48-249-905 Certificate of authority.

48-249-905. Certificate of authority. (a) Filing of application. If a document filed with the secretary of state conforms to the requirements of § 48-249-904(a), the secretary of state shall: (1) Endorse on the application the word “Filed” and the date and time of the filing of it; (2) File the original of the application; and (3) Return the original of the application, together with the filing fee receipt, to the person who filed it, and such document shall constitute a certificate of authority issued by the secretary of state. (b) Effectiveness of application. The certificate of authority is effective from the date the application is filed with the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document. (c) If the secretary of state determines upon application that a foreign LLC 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 relative to such foreign LLC. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 43.

Tenn. Code Ann. § 48-249-906 Amendments to the certificate of authority.

48-249-906. Amendments to the certificate of authority. If any statement in the application for a certificate of authority by a foreign LLC was false when made, or if any matter described in the application has changed, making the application inaccurate in any respect, the foreign LLC shall promptly file an application for amendment to the certificate of authority with the secretary of state, correcting the statement; provided, that changes in the registered office or registered agent shall be made in accordance with § 48-249-110. The application for amendment to the certificate of authority shall be processed in the same manner as provided in § 48-249-905 for a certificate of authority. Acts 2005, ch. 286, § 1.

Tenn. Code Ann. § 48-249-907 Cancellation of certificate of authority.

48-249-907. Cancellation of certificate of authority. (a) Certificate of cancellation. A foreign LLC may cancel its certificate of authority by filing a certificate of cancellation of certificate of authority with the secretary of state accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC, and, if different, the name under which it transacts business in this state; (2) The name of the jurisdiction under the laws of which it is formed; (3) That it is not transacting business in this state, and that it surrenders its authority to transact business in this state; (4) That it either continues its registered agent in this state, or revokes the authority of the 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; (5) 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)(4); and (6) A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(5). (b) Service After Cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state, or the continued registered agent under this section, is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113; provided, however, that the mailing address set forth under subdivision (a)(5), as it may be changed under subdivision (a)(6), shall be deemed to be the principal executive office of the foreign LLC for purposes of the compliance with § 48-249-113 by the secretary of state. Acts 2005, ch. 286, § 1; 2009, ch. 349, § 7; 2010, ch. 741, § 44; 2011, ch. 99, § 17.

Tenn. Code Ann. § 48-249-908 Revocation of certificate of authority.

48-249-908. Revocation of certificate of authority. The secretary of state may commence a proceeding under § 48-249-909, to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if: (1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due; (2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign LLC does not inform the secretary of state, under §§ 48-249-110 or 48-249-111, 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 LLC contained in a document filed pursuant to this chapter fails to comply with § 48-249-903; (5) The foreign LLC files a document with the secretary of state in which an organizer, director, officer, manager, member, agent, or representative of the foreign LLC signed the document knowing that the document contained materially false information; (6) The foreign LLC 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 the foreign LLC's records in the jurisdiction under the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger; (8) The foreign LLC is exceeding the authority conferred upon it by this part; or (9) The foreign LLC submits to the secretary of state a check, bank draft, money order or other such instrument for payment of any fee, and it is dishonored upon presentation for payment. Acts 2005, ch. 286, § 1; 2025, ch. 113, § 9.

Tenn. Code Ann. § 48-249-909 Procedure for and effect of administrative revocation.

48-249-909. Procedure for and effect of administrative revocation. (a) Notice of revocation. If the secretary of state determines that one (1) or more grounds exist under § 48-249-908 for revocation of a certificate of authority, the secretary of state shall serve the foreign LLC with written communication of the secretary of state's determination, except that the determination may be sent by first class mail. If the grounds for revocation are pursuant to § 48-249-908(6), notice need not be sent, and a certificate of revocation may be sent without the two-month waiting period required by subsection (b). (b) Certificate of revocation. If the foreign LLC does not correct each ground for administrative 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 of the determination, the secretary of state may revoke the foreign LLC'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 shall serve a copy on the foreign LLC, except that the copy of the certificate may be sent by first class mail. (c) Effective date of administrative revocation. The authority of a foreign LLC to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority. (d) Service of process on secretary of state. The secretary of state's revocation of a foreign LLC's certificate of authority appoints the secretary of state as the foreign LLC's agent for service of process in any proceeding based on a cause of action that arose during the time the foreign LLC 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 LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113. (e) Effect on registered agent and registered office. The administrative revocation of a foreign LLC's certificate of authority does not terminate the designation or authority of the registered agent or registered office of the LLC. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 49.

Tenn. Code Ann. § 48-249-910 Reinstatement following administrative revocation.

48-249-910. Reinstatement following administrative revocation. (a) Application for reinstatement. A foreign LLC whose certificate of authority is administratively revoked under § 48-249-909 may apply to the secretary of state for reinstatement. The application shall: (1) State the name of the foreign LLC at its date of administrative revocation; (2) State that the ground or grounds for revocation either did not exist or have been eliminated; and (3) State a name for the foreign LLC that satisfies the requirements of § 48-249-903. (b) Certificate of Reinstatement. (1) If the secretary of state determines that the application: (A) Is accompanied by a confirmation of good standing relative to such foreign LLC; and (B) Contains the information required by subsection (a), and that the 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 foreign LLC, except that the copy of the certificate may be sent by first class mail. (2) If the foreign LLC name in subdivision (a)(3) is different from the foreign LLC name in subdivision (a)(1), the application for reinstatement shall constitute an amendment to the foreign LLC's certificate of authority, insofar as it pertains to the foreign LLC's name. (c) Relation Back of Reinstatement. When the reinstatement is effective, it relates back to, and takes effect as of, the effective date of the administrative revocation, and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 45.

Tenn. Code Ann. § 48-249-911 Appeal from denial of foreign LLC's reinstatement.

48-249-911. Appeal from denial of foreign LLC's reinstatement. (a) Notice of denial. If the secretary of state denies a foreign LLC's application for reinstatement following administrative revocation, the secretary of state shall serve the foreign LLC with a writing that explains the reason or reasons for denial. (b) Appeal of denial. The foreign LLC may appeal the denial of reinstatement to the chancery court of Davidson County, within thirty (30) days after service of the writing, by petitioning the court to set aside the revocation, and by attaching to the petition copies of the secretary of state's certificate of revocation, the foreign LLC's application for reinstatement, and the secretary of state's writing explaining the reason or reasons for denial. (c) Order of Reinstatement. The court may summarily order the secretary of state to reinstate the certificate of authority of the foreign LLC, or may take other action the court considers appropriate. (d) Appeal of Court Decision. The court's final decision may be appealed as in other civil proceedings. Acts 2005, ch. 286, § 1.

Tenn. Code Ann. § 48-249-912 Cancellation of certificate of authority following administrative revocation.

48-249-912. Cancellation of certificate of authority following administrative revocation. (a) Certificate of cancellation. When a foreign LLC that has had its certificate of authority revoked desires to withdraw from this state, it may do so without first being reinstated, by filing with the secretary of state a certificate of cancellation of certificate of authority following administrative revocation of a certificate of authority accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth: (1) The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed; (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 the mailing address set forth under subdivision (a)(4). (b) Service of process after cancellation. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with § 48-249-113 by the secretary of state. Acts 2005, ch. 286, § 1; 2010, ch. 741, § 46; 2011, ch. 99, § 18.

Tenn. Code Ann. § 48-249-913 Transaction of business without certificate of authority.

48-249-913. Transaction of business without certificate of authority. (a) Access to courts. A foreign LLC 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) Successors and transferees. The successor to a foreign LLC that transacted business in this state without a certificate of authority, and the transferee of a cause of action arising out of that business, may not maintain a proceeding on behalf of its predecessor or transferor based on a cause of action of its predecessor or transferor in any court in this state, until the foreign LLC or its successor obtains a certificate of authority. (c) Stay of proceedings. A court may stay a proceeding commenced by a foreign LLC, its successor or transferee, until it determines whether the foreign LLC or its successor is required to obtain a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign LLC or its successor obtains the certificate of authority. (d) Fine. A foreign LLC transacting business in this state without first having obtained a certificate of authority shall be fined and shall pay to the secretary of state three (3) times the otherwise required filing fee for each year or part of each year during which the foreign LLC failed to have such certificate of authority. (e) Payment of fines before filing of application. An application for a certificate of authority by a foreign LLC that has transacted business in this state without a certificate of authority shall not be filed with the secretary of state until all amounts due under subsection (d) have been paid. (f) Nonimpairment. Notwithstanding subsections (a) and (b), the failure of a foreign LLC to obtain a certificate of authority does not impair: (1) The validity of any contract or act of the foreign LLC; (2) The right of any other party to the contract to maintain any proceeding on the contract; or (3) The foreign LLC from defending any proceeding in any court of this state. (g) Liability for debts. A member or representative of a foreign LLC is not liable for the debts and obligations of the foreign LLC, solely by reason of the foreign LLC's having transacted business in this state without a valid certificate of authority. Acts 2005, ch. 286, § 1.

Tenn. Code Ann. § 48-249-914 Enjoined from doing business.

48-249-914. Enjoined from doing business. The attorney general and reporter shall, upon the attorney general and reporter's own motion, or upon the relation of proper parties, proceed by complaint in the chancery court of Davidson County or in the chancery court of any county in which a foreign LLC is transacting or has transacted business, to enjoin the foreign LLC, or any representative of the foreign LLC, from transacting any business in this state, if the foreign LLC has failed to obtain or maintain a certificate of authority, or if the foreign LLC has secured a certificate of authority from the secretary of state under § 48-249-904 on the basis of false or misleading representations. The reasonable attorney fees and expenses of such proceeding by the attorney general and reporter may be recovered from the foreign LLC, at the discretion of the court, if an injunction is obtained. Acts 2005, ch. 286, § 1.
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

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