2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 1 - General Provisions
§ 48-249-106. LLC name.
(a) Name requirements. An LLC name and, to the extent required by this section and § 48-249-903, a foreign LLC name:
(1) Shall contain the words “limited liability company,” the abbreviation “L.L.C.” or “LLC,” or words or abbreviations of like import in another language; provided, that they are written in roman characters or letters; and provided, further, that, in the case of a foreign LLC, the name may contain, in lieu of the provisions of this subdivision (a)(1), the designations allowed by the jurisdiction in which the foreign LLC was formed. A PLLC formed under part 11 of this chapter shall contain the words or the abbreviation as required by § 48-249-1108. Notwithstanding this subdivision (a)(1), the name of an LLC or foreign LLC shall not contain the word “corporation” or “incorporated,” or an abbreviation of either or both of these words; and
(2) May not contain language stating or implying that the domestic or foreign LLC:
(A) Transacts or has the power to transact any business for which authorization, in whatever form and however denominated, is required under the laws of this state, unless the appropriate commission or official has granted such authorization and certifies that fact to the secretary of state in writing;
(B) Is formed as, affiliated with or sponsored by, any fraternal, veterans', service, religious, charitable or professional organization, unless the formation, affiliation or sponsorship is certified in writing to the secretary of state by the body authorizing the formation or the organization with which affiliation or sponsorship is claimed, as applicable;
(C) Is an agency or instrumentality of, affiliated with or sponsored by the United States or any state, subdivision or agency of the United States, unless such fact is certified in writing to the secretary of state by the appropriate official of the United States or the state, subdivision or agency, as applicable; or
(D) Is formed for a purpose other than that permitted by § 48-249-104 and its LLC documents, or, in the case of a foreign LLC, its similar formation and operating documents.
(b) Name shall be distinguishable. Except as authorized by subsection (c), the name of a domestic LLC, and the name of a foreign LLC that is authorized to transact business in this state or is applying for a certificate of authority to transact business in this state, shall be distinguishable upon the records of the secretary of state from the respective names of or for every other entity, whether true, assumed, reserved or registered, to the extent the use or reservation of such names is evidenced by a filing with the secretary of state under applicable law.
(c) Indistinguishable name of entity under common control. A domestic or foreign LLC, or person acting on behalf of an LLC not yet formed, may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one (1) or more of the names described in subsection (b). The secretary of state shall authorize use of the indistinguishable name applied for, if:
(1) The person holding the right to use the previously filed name described in subsection (b) consents to the use in writing and submits an undertaking, in a form satisfactory to the secretary of state, to cancel its reservation of such name or change such name to a name that is distinguishable upon the records of the secretary of state from the name of the applicant;
(2) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state; or
(3) The person holding the right to use the previously filed name described in subsection (b) consents in writing to the use of such name by the applicant, and both the other person and the applicant consent in a form satisfactory to the secretary of state to use the same registered agent.
(d) Assumed name.
(1) A domestic LLC, or a foreign LLC authorized to transact business or applying for a certificate of authority to transact business in this state, may elect to adopt an assumed name that complies with the requirements of subsections (a)-(c), except that the assumed name need not contain the designations contained in subdivision (a)(1).
(2) As used in this chapter, the “assumed name” of a domestic or foreign LLC means any name used by the LLC, other than the LLC's true name, except that the following shall not constitute the use of an assumed name:
(A) The identification by a domestic or foreign LLC of its business with a trademark or service mark of which it is the owner or licensed user; and
(B) The use of a name of a division, not separately formed and not containing the words “limited liability company” or an abbreviation of such words; provided, that the domestic or foreign LLC's name is also clearly disclosed with the division name.
(3) Before transacting any business in this state under an assumed name or names, the domestic or foreign LLC shall, for each assumed name, execute and file, in accordance with §§ 48-249-1005 and 48-249-1007 an application setting forth:
(A) The true name of the applicant;
(B) The jurisdiction in which the applicant is formed;
(C) The applicant's intention to transact business under an assumed name; and
(D) The assumed name that the applicant proposes to use.
(4) The right to use an assumed name shall be effective for five (5) years from the date of filing with the secretary of state.
(5) A domestic or foreign LLC may renew the right to use its assumed name or names, if any, for successive five-year periods, by filing an application to renew the assumed name or names and paying the renewal fee as prescribed by § 48-249-1007(a), within the two (2) months preceding the expiration of the then current period.
(e) Cancellation or change of assumed name. Any domestic or foreign LLC may change or cancel any or all of its assumed names, by filing, in accordance with §§ 48-249-1005 and 48-249-1007, an application setting forth:
(1) The true name of the applicant;
(2) The jurisdiction in which the applicant is formed;
(3) The applicant's intention to cease transacting business in this state under the specified assumed name, by changing or canceling the assumed name;
(4) The assumed name to be changed or cancelled; and
(5) If the assumed name is to be changed, the new assumed name that the applicant proposes to use.
(f) Use of changed name. Upon the filing of an application to change an assumed name, the applicant shall have the right to use the new assumed name for a new five-year period, subject to the same renewal procedures authorized by subsection (d).
(g) Cancellation of assumed name by secretary of state. The right of a domestic or foreign LLC to use an assumed name shall be cancelled by the secretary of state, if:
(1) The domestic or foreign LLC fails to renew its right to use the assumed name before the right expires;
(2) The domestic or foreign LLC has filed an application to change the assumed name, or to cancel its right to use the assumed name;
(3) In the case of a domestic LLC, the LLC has been dissolved; or
(4) In the case of a foreign LLC, the foreign LLC has had its certificate of authority to transact business in this state revoked.
(h) Unfair competition. Nothing in this section, or in §§ 48-249-107 or 48-249-108, shall abrogate or limit the law as to unfair competition or unfair trade practice, or derogate from the common law, the principles of equity or the statutes of this state, or of the United States, with respect to the right to acquire and protect trade names, trademarks and service marks.
(i) Limited liability. A domestic or foreign LLC acting under an assumed name or registered name shall be deemed to have given notice to all third parties that it is a domestic or foreign LLC, as applicable, and its members, managers, directors, officers and agents shall have the same limitations on liability as if the domestic or foreign LLC operated under its true name.