2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 51 - General Provisions
Part 3 - Filing Documents
§ 48-51-309. Certificate of existence.

(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.

(b) A certificate of existence or authorization sets forth:

(1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(2) That:

(A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or

(B) The foreign corporation is authorized to conduct affairs in this state;

(3) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state or the department of revenue; and

(B) Nonpayment allows:

(i) Administrative dissolution of a domestic corporation; or

(ii) Administrative revocation of the certificate of authority of a foreign corporation;

(4) That its most recent annual report required by § 48-66-203 has been filed with the secretary of state;

(5) (A) For a domestic corporation:

(i) That articles of termination of existence have not been filed;

(ii) Whether or not articles of dissolution have been filed and remain effective;

(iii) Whether or not a certificate of dissolution has been filed and remains effective; and

(iv) That a decree of judicial dissolution has not been filed;

(B) For a foreign corporation:

(i) That a certificate of withdrawal has not been filed; and

(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;

(6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and

(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.

(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.