Foreign Professional Corporation — Requirements for Obtaining a Certificate of Authority

1. Law
2. Tennessee Code
3. Securities, Corporations and Associations
4. Special Purpose Corporations and Associations
5. Tennessee Professional Corporation Act
6. Foreign Professional Corporation — Requirements for Obtaining a Certificate of Authority

1. Except as provided in subsection (c), a foreign professional corporation may not transact business in this state until it obtains a certificate of authority from the secretary of state.
2. A foreign professional corporation may not obtain a certificate of authority unless:
   1. Its corporate name satisfies the requirements of § 48-101-609;
   2. It is incorporated for one (1) or more of the purposes described in § 48-101-605; and
   3. All of its shareholders, not less than one half (½) of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer are licensed in one (1) or more states to render a professional service described in its charter.
3. A foreign professional corporation is not required to obtain a certificate of authority to transact business 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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