(a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state.
non profit

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Terms Used In Tennessee Code 48-51-309

  • 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
  • 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.
  • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
  • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
  • Person: includes individual and entity. See Tennessee Code 48-202-101
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
  • 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
  • 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
  • Termination: means the end of an LLC's existence as a legal entity and occurs when the articles of termination are filed with the secretary of state under §. See Tennessee Code 48-202-101
(b) A certificate of existence or authorization sets forth:

(1) The domestic corporation‘s corporate name or the foreign corporation’s corporate name used in this state;
(2) That:

(A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or
(B) The foreign corporation is authorized to conduct affairs in this state;
(3) That all fees, taxes and penalties owed to this state have been paid, if:

(A) Payment is reflected in the records of the secretary of state or the department of revenue; and
(B) Nonpayment allows:

(i) Administrative dissolution of a domestic corporation; or
(ii) Administrative revocation of the certificate of authority of a foreign corporation;
(4) That its most recent annual report required by § 48-66-203 has been filed with the secretary of state;
(5)

(A) For a domestic corporation:

(i) That articles of termination of existence have not been filed;
(ii) Whether or not articles of dissolution have been filed and remain effective;
(iii) Whether or not a certificate of dissolution has been filed and remains effective; and
(iv) That a decree of judicial dissolution has not been filed;
(B) For a foreign corporation:

(i) That a certificate of withdrawal has not been filed; and
(ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective;
(6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and
(7) Other facts of record in the office of the secretary of state that may be requested by the applicant.
(c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing.
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