Cancellation of Certificate of Authority Following Administrative Revocation

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

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  1. Certificate of cancellation.  When a foreign LLC that has had its certificate of authority revoked desires to withdraw from this state, it may do so without first being reinstated, by filing with the secretary of state a certificate of cancellation of certificate of authority following administrative revocation of a certificate of authority accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC. The certificate of cancellation of certificate of authority shall set forth:
    1. The current name of the foreign LLC and, if different, the name under which it transacts business in this state, the date of revocation of its certificate of authority, and the name of the jurisdiction under the laws of which it is formed;
    2. That it is not transacting business in this state and that it surrenders its authority to transact business in this state;
    3. That it either continues its registered agent in this state, or revokes the authority of its registered agent to accept service on its behalf and appoints the secretary of state as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state;
    4. A mailing address to which the secretary of state may mail a copy of any process served on the secretary of state under subdivision (a)(3); and
    5. A commitment to notify the secretary of state in the future of any change in the mailing address set forth under subdivision (a)(4).
  2. Service of process after cancellation.  After cancellation of the certificate of authority of the foreign LLC, service of process on the secretary of state or the continued registered agent under this section is service on the foreign LLC. Upon receipt of process, the secretary of state shall comply with § 48-249-113; provided, however, that the mailing address set forth under subdivision (a)(4), as it may be changed under subdivision (a)(5), shall be deemed to be the principal executive office of the foreign LLC, for purposes of the compliance with § 48-249-113 by the secretary of state.


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