(a) Certificate of authority required. 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 48-249-1123

  • 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
  • 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
  • Financial rights: means a member's or holder's rights to:
    (A) Share in profits and losses, as provided in §. See Tennessee Code 48-249-102
  • foreign: means a foreign LLC that is formed under a law other than the law of this state for the purpose of rendering professional services under a law other than the law of this state. See Tennessee Code 48-249-1102
  • 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 48-249-1102
  • PLLC: has the meaning set forth in §. See Tennessee Code 48-249-102
  • 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. See Tennessee Code 48-249-1102
  • Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
  • 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)Requirements. A foreign PLLC may not obtain a certificate of authority, unless:

(1) Its name satisfies the requirements of § 48-249-1108;
(2) It is formed for one (1) or more of the purposes referenced in, and satisfies the requirements of § 48-249-1104; and
(3) All of its members, holders of financial rights, or their equivalent, if any, directors, or their equivalent, if any, managers, or their equivalent, if any, and officers, or their equivalent, if any, are licensed in one (1) or more states to render a professional service described in its articles; provided, however, that, if the licensing authority of this state permits persons other than qualified persons to serve as directors, managers or officers of a PLLC, not less than one half (1/2) of its directors, or their equivalent, if any, all of its managers, or their equivalent, if any, and all of its officers, or their equivalent, if any, except the secretary, assistant secretary and treasurer, if any, shall be qualified persons with respect to the foreign PLLC.
(c)Exception. 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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