(a) A foreign LLC whose certificate of authority is administratively revoked under § 48-246-502 may apply to the secretary of state for reinstatement. The application must:

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Terms Used In Tennessee Code 48-246-503

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
  • State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
(1) Be accompanied by a confirmation of good standing relative to such foreign LLC;
(2) Recite the name of the foreign LLC at its date of revocation;
(3) State that the ground or grounds for revocation either did not exist or have been eliminated; and
(4) State a foreign LLC name that satisfies the requirements of § 48-246-201.
(b)

(1) If the secretary of state determines that the application is accompanied by the confirmation of good standing and contains the information required by subsection (a), and that such information is correct, then the secretary of state shall reinstate the certificate of authority, prepare a certificate that recites the secretary of state’s determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the foreign LLC; and
(2) If the foreign LLC name in subdivision (a)(4) is different than the foreign LLC name in subdivision (a)(2), the application for reinstatement shall constitute an amendment to its certificate of authority insofar as it pertains to the foreign LLC name.
(c) When the reinstatement is effective, it relates back and takes effect as of the effective date of the administrative revocation and the foreign LLC resumes carrying on its business as if the administrative revocation had never occurred.
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