Tennessee § 48-247-101 - Filing requirements.

§ 48-247-101. Filing requirements.

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. Chapters 201-248 of this title must require or permit filing the document in the office of the secretary of state. The document must contain the information required by chapters 201-248 of this title or required by rule. It may contain other information as well. The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. The document must be in the English language. An LLC's or other business entity's name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence or equivalent required of foreign business entities need not be in English, if accompanied by a reasonably authenticated English translation. The document must be executed: By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers if a corporate action is taken, by the chief manager, a governor, or another authorized manager if an LLC action is taken, by a general partner if a partnership action is taken or by the equivalent person of another business entity; If directors of a corporation or governors of a board-governed LLC have not been selected or the corporation or LLC has not been formed, by an incorporator or organizer; or If the business entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 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. The document may, but need not, contain: An attestation by the secretary or an assistant secretary; 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. If the secretary of state, pursuant to statutory authority or rule, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form. The document must be delivered to the office of the secretary of state for filing in the form and manner 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 chapters 201-248 of this title. The document must contain a statement that makes it clear that the document is being filed pursuant to the Tennessee Limited Liability Company Act, compiled in chapter 249, of this title. The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. Notwithstanding any other law to the contrary, whenever this title 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 that 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. Any Tennessee 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 § 48-245-302. 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 § 48-246-502. Upon certification by the commissioner that it has complied with the information reporting requirements that were required under prior law, an 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. Acts 1994, ch. 868, § 1; 1997, ch. 421, § 1; 1999, ch. 80, § 3; 1999, ch. 159, §§ 1, 2; 2010, ch. 741, § 36; 2011, ch. 99, § 27; 2020, ch. 719, § 15. Amendments. The 2020 amendment rewrote (a), which read: “A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.”; added “or required by rule” at the end of the first sentence in (c); substituted “capable of being printed” for “typewritten or printed” near the beginning of (d); in (g), substituted “must sign” for “shall sign” in the first sentence and added two commas in the second sentence; substituted “the date is” for “such date shall be” in the middle of (g)(3); in (h), inserted “or rule,” and inserted “then”; inserted “in the form and manner prescribed by the secretary of state” in (i); substituted “that makes it clear that the document” for “which makes it clear that it” in (j); substituted “may promulgate appropriate rules” for “has the power to promulgate appropriate rules and regulations” in (k); substituted “that requirement is met” for “such requirement shall be met” in the first sentence of (l); and, in (m), substituted “is subject” for “shall be subject” twice, deleted “has been” preceding “required” in the first sentence, and substituted “an LLC” for “a LLC” in the last sentence. Effective Dates. Acts 2020, ch. 719, § 35. June 22, 2020.