2019 Tennessee Code
Title 48 - Corporations and Associations
Limited Liability Companies
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 9 - Foreign Limited Liability Companies
§ 48-249-902. Transactions not constituting transacting business.
(a) General. The following activities of a foreign LLC, among others, do not constitute transacting business within the meaning of this part:
(1) Maintaining, defending or settling any proceeding, claim or dispute;
(2) Holding meetings of its members or representatives, or carrying on any other activities concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange and registration of the foreign LLC'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 representatives or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, deeds of trust, 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 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 a transaction in the course of repeated transactions of a like nature; or
(11) Transacting business in interstate commerce.
(b) Entity not transacting business. An entity formed under the laws of any jurisdiction other than this state shall not be deemed to be transacting business in this state for purposes of obtaining a certificate of authority to transact business, solely by reason of its being or acting in its capacity as a member or manager of a domestic or foreign LLC.
(c) Nonexhaustive enumeration. The enumeration of activities in subsections (a) and (b) is not exhaustive, and is applicable solely to determine whether a foreign LLC is required to procure a certificate of authority and for no other purpose. This section does not apply in determining the contacts or activities that may subject a foreign LLC or its members to service of process or taxation in this state, or to regulation under any other law of this state.
