Tennessee Code Title 43. Agriculture and Horticulture § 43-38-202

(a) A cooperative may be organized by one (1) or more individuals who are adult natural persons, who may act for themselves as individuals or as the agents of other entities, by filing with the secretary of state articles for the cooperative that contain the information required by § 43-38-203. The organizers forming the cooperative need not be members of the cooperative. Unless a delayed effective date is specified in the articles, the cooperative is formed and its existence begins when the articles are filed with the secretary of state.

(b) If the date of formation is the date of filing of the articles, the secretary of state's acceptance for filing of the articles is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.

(c) If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the organizers or any member may, within thirty (30) days after the date of actual formation, file a certificate of formation that states that the cooperative was formed and the date of formation. If a certificate of formation is not filed within one hundred twenty (120) days from the date of initial filing of the articles, the presumed effective date of the formation shall be on the ninetieth day following the date of filing of the articles. The presumption, however, can be rebutted.

(d) If the date of formation of the cooperative is later than the date of filing of the initial articles with the secretary of state, the secretary of state's acceptance for filing of the certificate of formation is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the state to cancel or revoke the formation or existence of the cooperative or to dissolve the cooperative involuntarily.