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Tennessee Code Title 48. Corporations and Associations § 48-246-505

Current as of January 02, 2024 | Updated by Findlaw Staff

(a) When a foreign LLC, which has had its certificate of authority revoked, wishes to withdraw from the state, it may do so without first being reinstated by delivering to the secretary of state for filing a certificate of cancellation of authority following administrative revocation of the certificate of authority. The application shall set forth:

(1) The name of the foreign LLC and the date of revocation, its current name, if different, and the name of the jurisdiction under whose law it is organized;

(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 its mailing address.

(b) The secretary of state shall file the certificate of cancellation of authority of the foreign LLC if the secretary of state finds that the application:

(1) Complies with subsection (a); and

(2) Is accompanied by a tax clearance for termination or withdrawal relative to such foreign LLC.

(c) 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 mail a copy of the process to the foreign LLC at the mailing address set forth under subdivision (a)(4).

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Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-246-505 - last updated January 02, 2024 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-246-505/

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