2018 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 25 - Foreign Corporations
Part 1 - Certificate of Authority
§ 48-25-101. Authority to transact business required.

Universal Citation: TN Code § 48-25-101 (2018)
  • (a) A foreign corporation, except a foreign insurance corporation subject to title 56, may not transact business in this state until it obtains a certificate of authority from the secretary of state.

  • (b) The following activities, among others, do not constitute transacting business within the meaning of subsection (a):

    • (1) Maintaining, defending, or settling any proceeding, claim, or dispute;

    • (2) Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

    • (3) Maintaining bank accounts;

    • (4) Maintaining offices or agencies for the transfer, exchange, and registration of the corporation'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 employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

    • (7) Creating or acquiring indebtedness, deeds of trusts, 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 owner's 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 one in the course of repeated transactions of a like nature; or

    • (11) Transacting business in interstate commerce.

  • (c) The list of activities in subsection (b) is not exhaustive, and is applicable solely to determine whether a foreign corporation must procure a certificate of authority and for no other purpose.

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