(a) A corporation commits an offense when:

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Terms Used In Tennessee Code 39-11-404

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Intentional: means that a person acts intentionally with respect to the nature of the conduct or to a result of the conduct when it is the person's conscious objective or desire to engage in the conduct or cause the result. See Tennessee Code 39-11-106
  • Person: includes the singular and the plural and means and includes any individual, firm, partnership, copartnership, association, corporation, governmental subdivision or agency, or other organization or other legal entity, or any agent or servant thereof. See Tennessee Code 39-11-106
  • Statute: A law passed by a legislature.
(1) The conduct constituting the offense consists of an intentional failure to discharge a specific duty imposed upon corporations by criminal law;
(2) The conduct constituting the offense is engaged in, authorized, commanded or knowingly tolerated by the board of directors or by a high managerial agent acting within the scope of the agent’s employment on behalf of the corporation; or
(3) The conduct constituting the offense is engaged in by an agent of the corporation acting within the scope of the agent’s employment and on behalf of the corporation, and:

(A) The offense is a misdemeanor; or
(B) The offense is one defined by statute which indicates a legislative intent to impose criminal liability on a corporation.
(b) The following definitions apply in this part, unless the context requires otherwise:

(1) “Agent” means any officer, director, servant or employee of the corporation or any other person authorized to act on behalf of the corporation; and
(2) “High managerial agent” means an officer of a corporation or any other agent of a corporation who has duties or such responsibility that the agent’s conduct reasonably may be inferred to represent the policy of the corporation.
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