Certificate of Existence

  1. Law
  2. Tennessee Code
  3. Securities, Corporations and Associations
  4. Tennessee Revised Limited Liability Company Act
  5. Miscellaneous
  6. Certificate of Existence

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  1. Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state.
  2. A certificate of existence or authorization sets forth:
    1. The domestic LLC's name or the foreign LLC's name used in this state;
    2. That:
      1. The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or
      2. The foreign LLC is authorized to transact business in this state;
    3. That all fees, taxes and penalties owed to this state have been paid, if:
      1. Payment is reflected in the records of the secretary of state or the department of revenue; and
      2. Nonpayment allows:
        1. Administrative dissolution of a domestic LLC; or
        2. Administrative revocation of the certificate of authority of a foreign LLC;
    4. That its most recent annual report required by § 48-249-1017 has been filed with the secretary of state;
      1. For a domestic LLC:
        1. That articles of termination have not been filed and a decree of termination has not been filed; and
        2. Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective;
      2. For a foreign LLC:
        1. That a certificate of cancellation of certificate of authority has not been filed; and
        2. 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.
  3. Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing.


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