Revocation of Certificate of Authority

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

The secretary of state may commence a proceeding under §48-249-909, to administratively 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 §§ 48-249-110 or 48-249-111, 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 chapter fails to comply with § 48-249-903;
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 the laws of which the foreign LLC is formed, stating that it has been terminated, or has been a constituent party to a merger and was not the surviving entity of the merger;
7. The foreign LLC is exceeding the authority conferred upon it by this part; or
8. The foreign LLC submits to 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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