2010 Tennessee Code
Title 48 - Corporations And Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 9 - Foreign Limited Liability Companies
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 the provisions of § 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.]