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2021 Tennessee Code
Title 48 - Securities, Corporations and Associations
Chapter 249 - Tennessee Revised Limited Liability Company Act
Part 10 - Miscellaneous
§ 48-249-1005. Filing Requirements
Universal Citation: TN Code § 48-249-1005 (2021)
- Eligibility for filing. The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state.
- Permitted or required. This chapter requires or permits filing the document with the secretary of state.
- Required and permissive information. The document must contain the information required by this chapter or by rule. The document may contain other information as well.
- Format. The document must be capable of being printed in ink, in a clear and legible fashion, on one (1) side of letter size paper.
- English language. The document must be in the English language. An LLC's or other entity's name need not be in English, if it is written in English letters, or Arabic or Roman numerals, and the certificate of existence, or equivalent document of a foreign entity, need not be in English, if it is accompanied by a reasonably authenticated English translation.
- Execution. The document must be executed by, or by an authorized representative of, the person submitting the document for filing.
- Form of execution. The person executing the document must sign it and state, beneath or opposite the signature, the person's name and the capacity in which the person signs, if other than the person's individual capacity. The document may, but need not, contain:
- An attestation by the secretary or an assistant secretary of a corporation;
- An acknowledgment, verification, or proof; or
- The date the document is signed, except that the date is required for the annual report for the secretary of state.
- Mandatory form. If the secretary of state, pursuant to statutory authority, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form.
- Delivery to secretary of state. The document must be delivered to the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the current filing fee and any tax, license fee, interest, or penalty required by this chapter.
- Required statement. The document must contain a statement that makes it clear that the document is being filed pursuant to this chapter.
- Power to promulgate rules. The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state.
- Verification by commissioner of revenue. Notwithstanding any other law to the contrary, whenever this chapter requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then the requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate.
- Prior law. Any LLC that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law, chapter 421, § 1 of the Public Acts of 1997, is subject to administrative dissolution in accordance with the procedures specified in § 48-249-605. The certificate of authority of any foreign LLC that has not timely filed such information with the department is subject to revocation as provided in § 48-249-909. Upon certification by the commissioner of revenue that a domestic LLC or foreign LLC has complied with the information reporting requirements that were required under prior law, the domestic LLC or foreign LLC that has been administratively dissolved, or that has had its certificate of authority revoked for failure to timely file such information, may be reinstated.
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