(a) Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.

Terms Used In Tennessee Code 48-101-625

  • 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
  • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
  • 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.
  • Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
  • Foreign professional corporation: means a corporation or association for profit incorporated for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-101-603
  • Professional corporation: means a corporation for profit, other than a foreign professional corporation, subject to this part. See Tennessee Code 48-101-603
  • 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. See Tennessee Code 48-101-603
  • 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
(b) A foreign professional corporation may not obtain a certificate of authority unless:

(1) Its corporate name satisfies the requirements of § 48-101-609;
(2) It is incorporated for one (1) or more of the purposes described in § 48-101-605; and
(3) All of its shareholders, not less than one half (1/2) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
(c) A foreign professional corporation is not required to obtain a certificate of authority to transact business 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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