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Form a Business

Tenn. Code Ann. tit. 48, ch. 251

Tenn. Code Ann. tit. 48, ch. 251
in effect

Tenn. Code Ann. § 48-251-101 Chapter definitions.

48-251-101. Chapter definitions. As used in this chapter, unless the context otherwise requires: (1) “Person” means a natural person; and (2) “Secretary of state” or “secretary” means the secretary of state or the secretary of state's authorized representative or designee. Acts 2025, ch. 152, § 1.

Tenn. Code Ann. § 48-251-102 Complaint.

48-251-102. Complaint. (a) A person who contends that the person's name or address was included on a document filed with the secretary of state under this title or title 61 without the person's consent may file a complaint with the secretary of state concerning the document. (b) A complaint submitted pursuant to subsection (a) must include: (1) A description of the document filed with the secretary of state that contains the person's name or address; (2) The name, street address, telephone number, and email address, if available, of the person filing the complaint; (3) The name and control number assigned by the secretary of state for each business entity associated with the challenged document, if known to the person making the complaint; (4) Information, if known to the person making the complaint, identifying each person involved in the challenged document, including names, street addresses, telephone numbers, and email addresses; (5) Information, if known to the person making the complaint, identifying the nature of any business or personal relationship between the person making the complaint and each person involved in the filing of the challenged document; and (6) A statement, under penalty of perjury, by the person making the complaint that the person believes in good faith that the facts stated in the complaint are true and that the complaint complies with this section. (c) The secretary of state may create a form that a person may use to submit a complaint under this section. Acts 2025, ch. 152, § 1.

Tenn. Code Ann. § 48-251-103 Notice of complaint — Response.

48-251-103. Notice of complaint — Response. (a) If the secretary of state determines that the complaint does not comply with § 48-251-102, then the secretary of state must dismiss the complaint and notify the person who submitted the complaint. The notification must be sent no later than ten (10) business days after the secretary of state receives the complaint. The notification must state why the complaint does not comply with § 48-251-102. (b) If the secretary of state determines that a complaint complies with § 48-251-102, then no later than ten (10) business days after the secretary of state receives the complaint, the secretary of state must send notice of the complaint to all physical addresses that the business entity listed in the complaint has on file with the secretary of state, including the street address, registered office, principal office, and mailing address, if different, and to the email address that the business entity listed in the complaint has on file with the secretary of state. The secretary of state's notice of the complaint must include a copy of the complaint and information regarding how a response may be filed under this section. (c) A person responding to the notice of the complaint may file a written response no later than twenty-one (21) business days after the secretary of state mails and emails the notice described under subsection (b). The person responding to the notice of the complaint may use a form created by the secretary of state. The response must include a statement, under penalty of perjury, that the person responding to the notice of the complaint believes in good faith that the facts stated in the response are true. (d) If the secretary of state does not receive a response to the notice of the complaint in writing within twenty-one (21) business days after the secretary of state mails and emails the notice of the complaint, then the secretary of state must deem the allegations contained in the complaint admitted for purposes of this chapter only. Acts 2025, ch. 152, § 1.

Tenn. Code Ann. § 48-251-104 Review.

48-251-104. Review. (a) If, after reviewing the complaint and each submitted response, the secretary of state determines that the person filing the complaint under § 48-251-102 has shown, by clear and convincing evidence, that the name or address of the person challenging the filing was included on a document filed with the secretary of state under this title or title 61 without the person's consent, then the secretary of state must void the challenged business record. (b) If, after reviewing the complaint and each submitted response, the secretary of state determines that the person filing the complaint under § 48-251-102 has not shown, by clear and convincing evidence, that the name or address of the person challenging the filing was included on a document filed with the secretary of state under this title or title 61 without the person's consent, then the secretary must not take action. (c) The secretary of state shall issue a decision as described in subsection (a) or subsection (b) within thirty (30) business days of mailing or emailing the notice of the complaint. (d) The secretary of state shall provide written notice of a decision as described in subsection (a) or subsection (b) to the person who submitted the complaint and each person who submitted a response to the notice of the complaint, if any, within seven (7) business days after the secretary of state issues a decision as described in subsection (a) or subsection (b). (e) The person who submitted the complaint and each person who submitted the response to the notice of the complaint are entitled to judicial review of the secretary of state's decision under subsection (a) or subsection (b) in accordance with § 4-5-322(h). (f) The remedies provided under this chapter do not preclude other remedies. Acts 2025, ch. 152, § 1.

Tenn. Code Ann. § 48-251-105 Filing fees for voided filings.

48-251-105. Filing fees for voided filings. If the secretary of state voids a transaction under this chapter, then the secretary of state must not issue a refund to the filer for the cost of the filing. Acts 2025, ch. 152, § 1.

Tenn. Code Ann. § 48-251-106 Public records.

48-251-106. Public records. The complaint and response are public records in the office of the secretary of state. Acts 2025, ch. 152, § 1.
Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://publications.tnsosfiles.com/acts/114/pub/pc0152.pdfFetched: 10/24/2026

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