Tennessee § 48-249-904 - Application for certificate of authority.

§ 48-249-904. Application for certificate of authority.

Application requirements. Before transacting business in this state, a foreign LLC shall obtain a certificate of authority. A foreign LLC may obtain a certificate of authority by complying with this section and filing with the secretary of state an application for certificate of authority setting forth the following: The name of the foreign LLC; The name of the jurisdiction under the laws of which it is formed and the date of its formation; The street address, including the zip code, of its registered office in this state, and the name of its registered agent at that office; The street address, including the zip code, of the principal executive office of the foreign LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office); If § 48-249-309(i) is applicable to the foreign LLC, the information required under § 48-249-309(i); If the foreign LLC has more than six (6) members at the date of the filing of the application for the certificate of authority, the number of members of the LLC at the date of filing the application for the certificate of authority; and Any additional information as required by the secretary of state. Submission of application. The foreign LLC shall deliver with the completed application a certificate of existence, or document of similar import, duly authenticated by the secretary of state or other official having custody of limited liability company records in the jurisdiction of its formation. The certificate shall not bear a date of more than two (2) months prior to the date the application for the certificate of authority is filed in this state. Acts 2005, ch. 286, § 1; 2006, ch. 620, § 48; 2014, ch. 783, § 15; 2020, ch. 719, § 19. Amendments. The 2020 amendment added (a)(7). Effective Dates. Acts 2020, ch. 719, § 35. June 22, 2020. Attorney General Opinions. A foreign corporation or limited liability company licensed as a nonresident seller or direct shipper must obtain a certificate of authority from the Tennessee Secretary of State only if the corporation or company transacts business in the State within the meaning of the relevant statutes, which depends on the character and extent of the corporation’s or the company’s transactions and business in the State. OAG 18-28, 2018 Tenn. AG LEXIS 27 (7/6/2018).