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2018 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 246 - Foreign Limited Liability Companies
Part 4 - Cancellation of Certificate of Authority
§ 48-246-401. Cancellation of certificate of authority.

Universal Citation:
TN Code § 48-246-401 (2018)
Learn more This media-neutral citation is based on the American Association of Law Libraries Universal Citation Guide and is not necessarily the official citation.

  • (a) A foreign LLC may cancel its certificate of authority by filing with the secretary of state a certificate of cancellation of authority executed by the foreign LLC, setting forth:

    • (1) The name of the foreign LLC, and, if different, the name under which it does business in Tennessee;

    • (2) The name of the jurisdiction under whose law it was organized;

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

    • (4) That it either continues its registered agent in this state or revokes the authority of the 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;

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

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

  • (b) The secretary of state shall file the certificate of cancellation of authority if the secretary of state finds that the certificate of cancellation of authority:

    • (1) Complies with subsection (a); and

    • (2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.

  • (c) When the cancellation of certificate of authority has been filed in accordance with subsection (b), the certificate of authority of the foreign LLC is cancelled. After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(5).

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