The secretary of state may commence a proceeding under § 48-249-909, to administratively revoke the certificate of authority of a foreign LLC authorized to transact business in this state, if:

(1) The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
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Terms Used In Tennessee Code 48-249-908

  • Annual report: means the form required by §. See Tennessee Code 48-249-102
  • Business: means every trade, occupation, profession, investment activity, and other lawful purpose for gain or the preservation of assets, whether or not carried on for profit. See Tennessee Code 48-249-102
  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • Entity: means , whether foreign or domestic and whether for profit or not-for-profit, limited liability companies, corporations, unincorporated associations, real estate investment trusts, statutory or business trusts or associations, estates, general partnerships, limited partnerships, registered or unregistered limited liability partnerships, limited liability limited partnerships or similar organizations, trusts, joint ventures, two (2) or more persons having a joint or common economic interest, and local, municipal, state, United States and foreign governments. See Tennessee Code 48-249-102
  • foreign: means a limited liability company that is formed under the laws of a jurisdiction other than this state. See Tennessee Code 48-249-102
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Member: means a person that has been admitted to an LLC as a member, as provided in §. See Tennessee Code 48-249-102
  • Person: means an individual or an entity. See Tennessee Code 48-249-102
  • Proceeding: means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal. See Tennessee Code 48-249-102
  • Registered agent: means the person designated as the registered agent of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Registered office: means the office in this state that is designated as the registered office of a domestic or foreign LLC in its articles or in an application for a certificate of authority, as applicable, as thereafter changed from time to time in accordance with this chapter. See Tennessee Code 48-249-102
  • Representative: means , as to a foreign LLC, a director, manager, officer, employee or other agent of a foreign LLC. See Tennessee Code 48-249-102
  • 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 individual who holds the office of secretary of state of this state. See Tennessee Code 48-249-102
  • signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
  • 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
(2) The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
(3) The foreign LLC does not inform the secretary of state, under §§ 48-249-110 or 48-249-111, that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued, within two (2) months of the change, resignation or discontinuance;
(4) The name of the foreign LLC contained in a document filed pursuant to this chapter fails to comply with § 48-249-903;
(5) A member or representative of the foreign LLC signed a document such person knew was false in any material respect, with the intent that the document be delivered to the secretary of state for filing;
(6) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC’s records in the jurisdiction under the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
(7) The foreign LLC is exceeding the authority conferred upon it by this part; or
(8) The foreign LLC submits to the secretary of state a check, bank draft, money order or other such instrument for payment of any fee, and it is dishonored upon presentation for payment.
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