2019 Tennessee Code
Title 48 - Corporations and Associations
For-Profit Business Corporations
Chapter 25 - Foreign Corporations
Part 1 - Certificate of Authority
§ 48-25-103. Application for certificate of authority.

Universal Citation: TN Code § 48-25-103 (2019)
  • (a) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must set forth:

    • (1) The name of the foreign corporation and, if different, the name under which the certificate of authority is to be obtained pursuant to § 48-25-106;

    • (2) The name of the state or country under whose law it is incorporated;

    • (3) Its date of incorporation and period of duration, if other than perpetual;

    • (4) The street address, including the zip code, of its principal office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);

    • (5) The street address, including the zip code, of its registered office in this state (and a mailing address such as a post office box if the United States postal service does not deliver to the registered office), the county in which the office is located, and the name of its registered agent at that office;

    • (6) The names and business addresses, including the zip code, of its current directors and officers; and

    • (7) A statement that it is a corporation for profit.

  • (b) The foreign corporation shall deliver with the completed application a certificate of existence (or a document of similar import) duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state.

  • (c) If the secretary of state determines upon application that a foreign corporation has been transacting business in this state without a certificate of authority for a period of one (1) year or more, then the secretary of state shall not file the application until the foreign corporation submits a confirmation of good standing.

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