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2017 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 9 - Foreign Limited Liability Companies
§ 48-249-913. Transaction of business without certificate of authority.
Universal Citation: TN Code § 48-249-913 (2017)
- (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.
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