2018 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 25 - Foreign Corporations
Part 2 - Withdrawal
§ 48-25-201. Withdrawal of foreign corporation.

Universal Citation: TN Code § 48-25-201 (2018)
  • (a) A foreign corporation authorized to transact business in this state may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

  • (b) A foreign corporation authorized to transact business in this state may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application shall set forth:

    • (1) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

    • (2) That it is not transacting business in this state and that it surrenders its authority to transact business in this state;

    • (3) That it either continues its registered agent in this state or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;

    • (4) A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (b)(3); and

    • (5) A commitment to notify the secretary of state in the future of any change in its mailing address.

  • (c) The foreign corporation shall provide any additional information in its application requested by the commissioner of revenue or the secretary of state in order to determine and assess any unpaid taxes and fees payable under the laws of this state.

  • (d) The secretary of state shall not file an application for a certificate of withdrawal unless it is accompanied by a tax clearance for termination or withdrawal relative to such foreign corporation.

  • (e) After the withdrawal of the corporation is effective, service of process on the secretary of state or the continued registered agent under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the mailing address set forth under subsection (b).

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