Part 1 Certificate of Authority 48-65-101 – 48-65-110
Part 2 Withdrawal 48-65-201
Part 3 Revocation of Certificate of Authority 48-65-301 – 48-65-305

Terms Used In Tennessee Code > Title 48 > Chapter 65 - Foreign Corporations

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
  • 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
  • Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
  • Confirmation of good standing: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that at the time such confirmation is issued an LLC or a foreign LLC is current on all taxes and penalties to the satisfaction of the commissioner. See Tennessee Code 48-202-101
  • Conviction: A judgement of guilt against a criminal defendant.
  • 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.
  • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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
  • Division: means the division of claims and risk management created pursuant to §. See Tennessee Code 29-13-102
  • Document: means :

    1. Any tangible medium on which information is inscribed, and includes any writing or written instrument. See Tennessee Code 48-11-201
    2. 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
    3. Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
    4. Escheat: Reversion of real or personal property to the state when 1) a person dies without leaving a will and has no heirs, or 2) when the property (such as a bank account) has been inactive for a certain period of time. Source: OCC
    5. Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
    6. Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
    7. Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
    8. Interest: means either or both of the following rights under the organic law of an unincorporated entity:

      1. The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
      2. Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
      3. Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
      4. Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
      5. Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
      6. Mutual benefit corporation: means a domestic corporation which becomes by operation of law a mutual benefit corporation pursuant to §. See Tennessee Code 48-51-201
      7. Person: includes individual and entity. See Tennessee Code 48-202-101
      8. Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
      9. Personal property: All property that is not real property.
      10. Personal property: includes money, goods, chattels, things in action, and evidences of debt. See Tennessee Code 1-3-105
      11. Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
      12. Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
      13. Property: includes both personal and real property. See Tennessee Code 1-3-105
      14. Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
      15. Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
      16. Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
      17. Service of process: The service of writs or summonses to the appropriate party.
      18. signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
      19. 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
      20. Tax clearance for termination or withdrawal: means confirmation by the commissioner of revenue issued through electronic communication to the secretary of state or a certificate of tax clearance that an LLC or a foreign LLC has filed all applicable reports, including, but not limited to, a final report, and has paid all fees, penalties and taxes as required by the revenue laws of this state. See Tennessee Code 48-202-101
      21. 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
      22. United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Tennessee Code 48-11-201
      23. written: means any information in the form of a document. See Tennessee Code 48-11-201
      24. Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105