(a) Except as provided in subsection (c), a foreign PLLC may not transact business in this state until it obtains a certificate of authority from the secretary of state.
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Terms Used In Tennessee Code 48-248-501

  • 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
  • Licensing authority: means the officer, board, agency, court or other authority in this state empowered to license or otherwise authorize the rendition of a professional service. See Tennessee Code 48-248-102
  • PLLC: means an LLC, other than a foreign professional LLC, which has elected to become subject to this chapter. See Tennessee Code 48-248-102
  • Professional service: means a service that may be lawfully rendered only by a person licensed or otherwise authorized by a licensing authority in this state to render the service and that may not be lawfully rendered by a corporation under the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title or by an LLC under chapters 201-248 of this title. See Tennessee Code 48-248-102
  • 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
(b) A foreign PLLC may not register unless:

(1) Its name satisfies the requirements of § 48-248-301;
(2) It is organized for one (1) or more of the purposes referenced in and satisfies the requirements of § 48-248-104; and
(3) All of its members, all of its governors (or their equivalent), if any, and all managers (or their equivalent) are licensed in one (1) or more states to render a professional service described in its articles; provided, that if the licensing authority of this state permits persons other than qualified persons to serve as governors, if any, or managers of a PLLC, not less than one half (1/2) of its governors, if any, and all managers except the secretary and treasurer, if any, of a PLLC shall be qualified persons with respect to the PLLC.
(c) A foreign PLLC is not required to obtain a certificate of authority in this state unless it maintains or intends to maintain an office in this state for conduct of business or professional practice.
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