§ 48-11-301 — Filing requirements

(a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 11-27 of this title must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by chapters 11-27 of this title and other information as may be required by the secretary of state. It may contain other information as well. (d) The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof. In the absence of a specific rule, the document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) If the secretary of state has prescribed a mandatory form and filing method for any filing required or authorized by this chapter, then the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 11-27 of this title. (j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) "Filed document" means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203 ; and (B) "Plan" means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares; (E) The effective date of a filed document; or (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. (k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title. (m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission. (n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate.

Legislative History

Amended by 2020 Tenn. Acts, ch. 719, s 4, eff. 6/22/2020. Acts 1986, ch. 887, § 1.30; 1987, ch. 273, § 7; 1989, ch. 451, § 2; 1991, ch. 188, § 1; 1994, ch. 776, § 4; 1999, ch. 80, § 1; 2010 , ch. 741, § 2; 2011 , ch. 99, §§ 23, 24; 2012, ch. 1051, §§ 8, 9.