Revocation of Certificate of Authority

  1. Law
  2. Tennessee Code
  3. Securities, Corporations and Associations
  4. Foreign Limited Liability Companies
  5. Revocation of Certificate of Authority
  6. Revocation of Certificate of Authority

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The secretary of state may commence a proceeding under §48-246-502 to revoke the certificate of authority of a foreign LLC authorized to transact business in this state if:

  1. The foreign LLC does not deliver its annual report to the secretary of state within two (2) months after it is due;
  2. The foreign LLC is without a registered agent or registered office in this state for two (2) months or more;
  3. The foreign LLC does not inform the secretary of state under § 48-208-102 or § 48-208-103 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;
  4. The name of the foreign LLC contained in a document filed pursuant to this title fails to comply with § 48-246-201;
  5. A member or representative of the foreign LLC signed a document such person knew was false in any material respect with the intent that the document be delivered to the secretary of state for filing;
  6. The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the foreign LLC's records in the jurisdiction under whose law the foreign LLC is organized, stating that it has been terminated or has disappeared as the result of a merger;
  7. The foreign LLC is exceeding the authority conferred upon it by this chapter; or
  8. The foreign LLC submits to the office of the secretary of state a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment.


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