(a)Requirements to complete filing. If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-249-1005, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it.
lawyer at desk

Need help with a review of an LLC operating agreement?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Tennessee Code 48-249-1009

  • Document: means :
    (A) Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
  • domestic: means a limited liability company formed under this chapter, or a limited liability company formed under the Tennessee Limited Liability Company Act, compiled in chapters 201-248 of this title, that has elected to be governed by this chapter, or, where expressly indicated, a limited liability company formed under and governed by the Tennessee Limited Liability Company Act. 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
  • LLC: means a limited liability company, organized under chapters 201-248 of this title. See Tennessee Code 48-202-101
  • Person: means an individual or an entity. 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
  • 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
  • written: means any information in the form of a document. See Tennessee Code 48-11-201
(b)Procedure. The secretary of state completes the filing of a document by stamping or otherwise endorsing “Filed”, together with the secretary of state’s name and official title and the date and time of receipt, on the document. After completing the filing of a document, except for filings pursuant to §§ 48-249-111 and 48-249-1017, the secretary of state shall deliver, in due course, the document, with the filing fee receipt attached, or acknowledgment of receipt if no fee is required, to the domestic or foreign LLC, other person required or permitted by this chapter to file the document, or representative of the domestic or foreign LLC, or other person that delivered the document for filing. A domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person may deliver to the office of the secretary of state an exact or conformed copy of the document delivered for filing, together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy “Filed”, together with the secretary of state’s name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the person filing the original of the document.
(c)Refusal to file. If the secretary of state refuses to complete the filing of a document, then the secretary of state must return it to the domestic or foreign LLC, other person or representative of the domestic or foreign LLC, or other person that delivered the document for filing immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal.
(d)Effect of filing or refusal to file. The secretary of state’s duty to complete the filing of documents under this section is ministerial. The secretary of state’s completing the filing or refusing to complete the filing of a document does not:

(1) Affect the validity or invalidity of the document in whole or in part;
(2) Relate to the correctness or incorrectness of information contained in the document;
(3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or
(4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy.
(e)Conflict with other law. Any document that meets the requirements of this chapter and all applicable rules for filing and recording must be received, filed, or recorded by the appropriate office upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state.
  Previous section
Next section  
 Part 10 Contents