48-11-301 - Filing requirements.
48-11-301. Filing requirements.
(a) A document must satisfy the requirements of this section, and of any other section that adds to or varies 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. It may contain other information as well.
(d) The document must be typewritten or printed in ink in a clear and legible fashion on one (1) side of letter or legal 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 shall sign it and state beneath or opposite such person's signature such person's name and the capacity in which such 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 such date shall be required for the annual report for the secretary of state.
(h) If the secretary of state has prescribed a mandatory form for the document under § 48-11-302, 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 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) The secretary of state has the power to promulgate appropriate rules and regulations establishing acceptable methods for execution of any document to be filed with the secretary of state.
(k) All documents submitted to the secretary of state for filing should contain a statement which makes it clear that they are being filed pursuant to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title.
(l) The secretary of state has the power to establish procedures for the filing of documents with the secretary of state by means of facsimile transmission.
(m) Notwithstanding any other provision of the 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 certificate from the commissioner of revenue reciting that the business has properly filed all reports and paid all required taxes and penalties, the certificate requirement shall be 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.
[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.]