(a) If the secretary of state determines that one (1) or more grounds exist under § 48-25-301 for revocation of a certificate of authority, the secretary of state shall serve the foreign corporation with notice of the secretary of state’s determination under § 48-25-110, except that such determination may be sent by first class mail. Notice need not be sent if the grounds for revocation are pursuant to § 48-25-301(6) and a certificate of revocation may be sent without the two-month waiting period required by subsection (b).
Terms Used In Tennessee Code 48-25-302
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
Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
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.
Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
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
Service of process: The service of writs or summonses to the appropriate party.
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) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within two (2) months after service of the communication is perfected under § 48-25-110, the secretary of state may revoke the foreign corporation’s certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under § 48-25-110, except that the certificate may be sent by first class mail.(c) The authority of a foreign corporation to transact business in this state ceases on the date shown on the certificate revoking its certificate of authority.(d) The secretary of state’s revocation of a foreign corporation’s certificate of authority appoints the secretary of state the foreign corporation’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection (d) is service on the foreign corporation. Upon receipt of process, the secretary of state shall comply with § 48-15-105.(e) Revocation of a foreign corporation’s certificate of authority does not terminate the authority of the registered agent of the corporation.(f) Nothing herein shall be deemed to repeal or modify § 67-4-2116 or any other provisions of law relating to the suspension of the certificate of authority of foreign corporations for failure to comply with the provisions thereof.
