Duty of Secretary of State to File — Review of Refusal to File — Delivery of Record by Secretary of State

  1. Law
  2. Tennessee Code
  3. Partnerships
  4. Tennessee Uniform Limited Partnership Act of 2017
  5. Formation; Certificate of Limited Partnership and Filings
  6. Duty of Secretary of State to File — Review of Refusal to File — Delivery of Record by Secretary of State

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  1. The secretary of state shall file a record delivered to the secretary of state for filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial.
  2. When the secretary of state files a record, the secretary of state must record it as filed on the date and at the time of its delivery. After filing a record, the secretary of state shall deliver to the person that submitted the record a copy of the record with an acknowledgment of the date and time of filing.
  3. If the secretary of state refuses to file a record, the secretary of state must, not later than fifteen (15) business days after the record is delivered:
    1. Return the record or notify the person that submitted the record of the refusal; and
    2. Provide a brief explanation in a record of the reason for the refusal.
    1. If the secretary of state refuses to file a record, the person that submitted the record may petition the chancery court of Davidson County to compel filing of the record. The record and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding.
    2. Any judicial review of the secretary of state's refusal to file a record must be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5.
  5. The filing of or refusal to file a record does not:
    1. Affect the validity or invalidity of the record in whole or in part; or
    2. Create a presumption that the information contained in the record is correct or incorrect.
  6. Except as otherwise provided in § 61-3-119 or by law other than this chapter, the secretary of state may deliver any record to a person by delivering it:
    1. In person to the person that submitted it;
    2. To the address of the person's registered agent;
    3. To the principal office of the person; or
    4. To another address, including an electronic mail address, the person provides to the secretary of state for delivery.


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