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HB0459 • 2026

Secretary of State

AN ACT to amend Tennessee Code Annotated, Title 43, Chapter 38; Title 48, Chapter 24; Title 48, Chapter 245; Title 48, Chapter 246; Title 48, Chapter 249; Title 48, Chapter 25; Title 48, Chapter 64; Title 48, Chapter 65 and Title 61, Chapter 3, relative to entities filing documents with the secretary of state.

Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor
Martin G, Briggs
Last action
2025-04-08
Official status
Comp. became Pub. Ch. 113
Effective date
Not listed

Plain English Breakdown

The official source material does not provide specific enforcement mechanisms or compensation processes for entities affected by this act.

Amending Rules for Entities Filing with Secretary of State

This act changes Tennessee laws to allow the secretary of state to dissolve or revoke certificates of authority from certain entities if they file false documents or are controlled by foreign adversaries.

What This Bill Does

  • Allows the secretary of state to administratively dissolve an entity if it files a document with materially false information signed by someone aware of its falsity.
  • Permits dissolution if an entity is owned or controlled by a foreign adversary as determined by U.S. commerce regulations, excluding entities involved in approved transactions.
  • Applies these rules to various types of entities including cooperatives, corporations, nonprofits, LLCs, and limited partnerships.
  • Gives the secretary of state authority to revoke certificates of authority from foreign entities under similar conditions.

Who It Names or Affects

  • Entities that file documents with the Tennessee Secretary of State
  • Foreign entities doing business in Tennessee

Terms To Know

foreign adversary
A foreign government or person determined by U.S. commerce regulations to be a threat.
certificate of authority
A document required for foreign entities to legally operate in Tennessee.

Limits and Unknowns

  • The bill does not specify what happens if an entity is involved in approved transactions with foreign adversaries.
  • It's unclear how the secretary of state will enforce these new rules.
  • There are no provisions for compensation or appeal processes mentioned in this act.

Bill History

  1. 2025-04-08 Tennessee General Assembly

    Comp. became Pub. Ch. 113

  2. 2025-04-08 Tennessee General Assembly

    Effective date(s) 04/03/2025

  3. 2025-04-08 Tennessee General Assembly

    Pub. Ch. 113

  4. 2025-04-03 Tennessee General Assembly

    Signed by Governor.

  5. 2025-03-25 Tennessee General Assembly

    Transmitted to Governor for action.

  6. 2025-03-24 Tennessee General Assembly

    Signed by H. Speaker

  7. 2025-03-24 Tennessee General Assembly

    Signed by Senate Speaker

  8. 2025-03-20 Tennessee General Assembly

    Comp. SB subst.

  9. 2025-03-20 Tennessee General Assembly

    Sponsor(s) Added.

  10. 2025-03-20 Tennessee General Assembly

    Enrolled and ready for signatures

  11. 2025-03-20 Tennessee General Assembly

    Passed H., Ayes 92, Nays 0, PNV 2

  12. 2025-03-20 Tennessee General Assembly

    Subst. for comp. HB.

  13. 2025-03-17 Tennessee General Assembly

    H. Placed on Regular Calendar 3/20/2025

  14. 2025-03-17 Tennessee General Assembly

    Objected to on Consent Calendar.

  15. 2025-03-13 Tennessee General Assembly

    H. Placed on Consent Calendar for 3/17/2025

  16. 2025-03-12 Tennessee General Assembly

    Placed on cal. Calendar & Rules Committee for 3/13/2025

  17. 2025-03-12 Tennessee General Assembly

    Rec. for pass; ref to Calendar & Rules Committee

  18. 2025-03-06 Tennessee General Assembly

    Rcvd. from S., held on H. desk.

  19. 2025-03-05 Tennessee General Assembly

    Placed on cal. Commerce Committee for 3/12/2025

  20. 2025-03-03 Tennessee General Assembly

    Sponsor(s) Added.

  21. 2025-03-03 Tennessee General Assembly

    Engrossed; ready for transmission to House

  22. 2025-03-03 Tennessee General Assembly

    Passed Senate, Ayes 31, Nays 0

  23. 2025-02-27 Tennessee General Assembly

    Placed on Senate Regular Calendar for 3/3/2025

  24. 2025-02-26 Tennessee General Assembly

    Action def. in Commerce Committee to 3/12/2025

  25. 2025-02-24 Tennessee General Assembly

    Senate Reset on calendar for 3/3/2025

  26. 2025-02-20 Tennessee General Assembly

    Placed on Senate Regular Calendar for 2/24/2025

  27. 2025-02-19 Tennessee General Assembly

    Placed on cal. Commerce Committee for 2/26/2025

  28. 2025-02-19 Tennessee General Assembly

    Rec. for pass by s/c ref. to Commerce Committee

  29. 2025-02-18 Tennessee General Assembly

    Recommended for passage, refer to Senate Calendar Committee

  30. 2025-02-12 Tennessee General Assembly

    Placed on s/c cal Business & Utilities Subcommittee for 2/19/2025

  31. 2025-02-12 Tennessee General Assembly

    Sponsor(s) Added.

  32. 2025-02-12 Tennessee General Assembly

    Passed on Second Consideration, refer to Senate State and Local Government Committee

  33. 2025-02-11 Tennessee General Assembly

    Placed on Senate State and Local Government Committee calendar for 2/18/2025

  34. 2025-02-10 Tennessee General Assembly

    Introduced, Passed on First Consideration

  35. 2025-02-05 Tennessee General Assembly

    Assigned to s/c Business & Utilities Subcommittee

  36. 2025-02-05 Tennessee General Assembly

    P2C, ref. to Commerce Committee

  37. 2025-02-03 Tennessee General Assembly

    Intro., P1C.

  38. 2025-01-28 Tennessee General Assembly

    Filed for introduction

  39. 2025-01-27 Tennessee General Assembly

    Filed for introduction

Official Summary Text

Present l
aw authorizes the secretary of state to administratively dissolve various entities if one of several factors is met. This bill adds that the secretary of state may administratively dissolve such an entity if either of the following occurs:



The entity files a document with the secretary of state in which an
incorporator,
organizer, director,
general or limited partner,
officer, member, agent,
governor,
or representative signed the document knowing that the document contained materially false information
.



The
entity
is owned or controlled by a foreign government or foreign nongovernment person determined to be a foreign adversary by the United States secretary of commerce and specified in
the code of federal regulations
, except for entities involved in transactions approved by the committee on foreign investment in the United States.

The additional authority to dissolve as described above applies to (i) a
n association organized under t
he
Tennessee
p
rocessing
c
ooperative
l
aw conducting business on a coopera
tive plan
, (ii) for-profit business corporations, (iii) nonprofit corporations, (iv) limited liability companies (LLCs) under the
Tennessee
L
imited
L
iability
C
ompany
A
ct
, (v) LLCs organized under the Tennessee Revised Limited Liability Company Act, and (vi
) limited partnerships organized under the Tennessee Uniform Limited Partnerships Act.

Present law requires foreign corporations and LLCs to obtain a certificate of authority from the secretary of state to do business in this state, while a foreign limited partnership must register with the secretary of state. This bill provides, that upon one of the above factors being met for any of the following entities, the secretary of state may revoke the entity's certificate of authority or registration: (i) foreign for-profit corporations, (ii) foreign nonprofit corporations, (iii) foreign

LLCs, (iv) f
oreign LLCs organized under the Tennessee
R
evised
L
imited
L
iability
C
ompany
A
ct
, and (v) f
oreign

limited partnerships organized under the Tennessee
U
niform
L
imited
P
artnerships
A
ct.

Current Bill Text

Read the full stored bill text 
SENATE BILL 306
By Briggs

HOUSE BILL 459
By Martin G

HB0459
001110
- 1 -

AN ACT to amend Tennessee Code Annotated, Title 43,
Chapter 38; Title 48, Chapter 24; Title 48, Chapter
245; Title 48, Chapter 246; Title 48, Chapter 249;
Title 48, Chapter 25; Title 48, Chapter 64; Title 48,
Chapter 65 and Title 61, Chapter 3, relative to
entities filing documents with the secretary of
state.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Section 43-38-1003, is amended by deleting
"or" at the end of subdivision (5), and by deleting subdivision (6) and substituting the following:
(6) The cooperative files a document with the secretary of state in which an
organizer, director, officer, member, agent, or representative of the cooperative signed
the document knowing that the document contained materially false information; or
(7) The cooperative is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States.
SECTION 2. Tennessee Code Annotated, Section 48-24-201, is amended by deleting
"or" at the end of subdivision (5), by deleting the period at the end of subdivision (6) and
substituting instead ";", and by adding the following as new subdivisions:
(7) Corporation files a document with the secretary of state in which an
incorporator, director, officer, agent, or representative of the corporation signed the
document knowing that the document contained materially false information; or

- 2 - 001110

(8) Corporation is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States.
SECTION 3. Tennessee Code Annotated, Section 48-25-301, is amended by deleting
subdivision (5) and substituting instead the following subdivisions (5) and (6), and by
redesignating the existing subdivisions (6)-(8) accordingly:
(5) The foreign corporation files a document with the secretary of state in which
an incorporator, director, officer, agent, or representative of the foreign corporation
signed the document knowing that the document contained materially false information;
(6) The foreign corporation is owned or controlled by a foreign government or
foreign nongovernment person determined to be a foreign adversary by the United
States secretary of commerce and specified in 15 CFR 791.4(a) or a successor
regulation, except for entities involved in transactions approved by the committee on
foreign investment in the United States;
SECTION 4. Tennessee Code Annotated, Section 48-64-201, is amended by deleting
"or" at the end of subdivision (5), by deleting the period at the end of subdivision (6) and
substituting ";", and by adding the following as new subdivisions:
(7) Corporation files a document with the secretary of state in which an
incorporator, director, officer, agent, or representative of the corporation signed the
document knowing that the document contained materially false information; or
(8) Corporation is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,

- 3 - 001110

except for entities involved in transactions approved by the committee on foreign
investment in the United States.
SECTION 5. Tennessee Code Annotated, Section 48-65-301, is amended by deleting
subdivision (4) and substituting the following subdivisions (4) and (5), and by redesignating the
existing subdivisions (5)-(8) accordingly:
(4) The foreign corporation files a document with the secretary of state in which
an incorporator, director, officer, agent, or representative of the foreign corporation
signed the document knowing that the document contained materially false information;
(5) The foreign corporation is owned or controlled by a foreign government or
foreign nongovernment person determined to be a foreign adversary by the United
States secretary of commerce and specified in 15 CFR 791.4(a) or a successor
regulation, except for entities involved in transactions approved by the committee on
foreign investment in the United States;
SECTION 6. Tennessee Code Annotated, Section 48-245-301, is amended by deleting
subdivision (6) and substituting the following subdivisions (6) and (7), and by redesignating the
existing subdivision (7) accordingly:
(6) The LLC files a document with the secretary of state in which an organizer,
governor, manager, member, agent, or representative of the LLC signed the document
knowing that the document contained materially false information;
(7) The LLC is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States; or

- 4 - 001110

SECTION 7. Tennessee Code Annotated, Section 48-246-501, is amended by deleting
subdivision (5) and substituting the following subdivisions (5) and (6), and by redesignating the
existing subdivisions (6)-(8) accordingly:
(5) The foreign LLC files a document with the secretary of state in which an
organizer, governor, manager, member, agent, or representative of the foreign LLC
signed the document knowing that the document contained materially false information;
(6) The foreign LLC is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States;
SECTION 8. Tennessee Code Annotated, Section 48-249-604, is amended by deleting
subdivision (6) and substituting the following subdivisions (6) and (7), and by redesignating the
existing subdivision (7) accordingly:
(6) The LLC files a document with the secretary of state in which an organizer,
director, officer, manager, member, agent, or representative of the LLC signed the
document knowing that the document contained materially false information;
(7) The LLC is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States; or
SECTION 9. Tennessee Code Annotated, Section 48-249-908, is amended by deleting
subdivision (5) and substituting the following subdivisions (5) and (6), and by redesignating the
existing subdivisions (6)-(8) accordingly:

- 5 - 001110

(5) The foreign LLC files a document with the secretary of state in which an
organizer, director, officer, manager, member, agent, or representative of the foreign
LLC signed the document knowing that the document contained materially false
information;
(6) The foreign LLC is owned or controlled by a foreign government or foreign
nongovernment person determined to be a foreign adversary by the United States
secretary of commerce and specified in 15 CFR 791.4(a) or a successor regulation,
except for entities involved in transactions approved by the committee on foreign
investment in the United States;
SECTION 10. Tennessee Code Annotated, Section 61-3-811(a), is amended by
deleting subdivision (6) and substituting the following subdivisions (6) and (7), and by
redesignating the existing subdivision (7) accordingly:
(6) The limited partnership files a document with the secretary of state in which a
general partner, limited partner, agent, or representative of the limited partnership signed
the document knowing that the document contained materially false information;
(7) The limited partnership is owned or controlled by a foreign government or
foreign nongovernment person determined to be a foreign adversary by the United
States secretary of commerce and specified in 15 CFR 791.4(a) or a successor
regulation, except for entities involved in transactions approved by the committee on
foreign investment in the United States; or
SECTION 11. Tennessee Code Annotated, Section 61-3-1009(a), is amended by
deleting subdivision (5) and substituting the following subdivisions (5) and (6), and by
redesignating the existing subdivisions (6)-(8) accordingly:
(5) The foreign limited partnership files a document with the secretary of state in
which a general partner, limited partner, agent, or representative of the foreign limited

- 6 - 001110

partnership signed the document knowing that the document contained materially false
information;
(6) The foreign limited partnership is owned or controlled by a foreign
government or foreign nongovernment person determined to be a foreign adversary by
the United States secretary of commerce and specified in 15 CFR 791.4(a) or a
successor regulation, except for entities involved in transactions approved by the
committee on foreign investment in the United States;
SECTION 12. This act takes effect upon becoming a law, the public welfare requiring it.