The secretary of state may start a revocation proceeding against a foreign corporation’s certificate of authority if any listed compliance or filing problems occur.
The secretary of state may commence a proceeding under § 48-25-302 to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if: The foreign corporation does not deliver its properly completed annual report to the secretary of state within two (2) months after it is due; The foreign corporation is without a registered agent or registered office in this state for two (2) months or more; The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance; The name of the foreign corporation contained in a document filed pursuant to chapters 11-27 of this title fails to comply with § 48-25-106; An incorporator, director, officer, or agent of the foreign corporation signed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated, stating that it has been dissolved or has disappeared as the result of a merger; The foreign corporation is exceeding the authority conferred upon it by this chapter; or The foreign corporation submits to the secretary of state's office a check, bank draft, money order or other such instrument for payment of any fee and it is dishonored upon presentation for payment. Acts 1986, ch. 887, § 15.30; 1987, ch. 273, § 42; 1989, ch. 451, § 28. Textbooks. Tennessee Jurisprudence, 7 Tenn. Juris., Corporations, § 114.