Official Summary Text
COOPERATIVES
Present law authorizes a
cooperative
under the Tennessee Processing Cooperative Law to
be formed and organi
zed on a cooperative plan to market, process, or otherwise change the form or marketability of crops, livestock and other agricultural products; to provide supplies and services to its members; and for purposes that cooperatives are authorized by law.
Eac
h cooperative
must
have
,
and continuously maintain
,
a
registered agent, which agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic or foreign business entity authorized to tra
nsact business in the state having a business office identical with the registered office.
If a registered agent resigns or is unable to perform the agent's duties, the domestic cooperative
must
promptly designate another registered agent to the end that
it shall at all times have a registered agent in this state.
Present law authorizes a
registered agent of a cooperative
to
resign as the registered agent's agency appointment by signing and filing with the secretary of state an original statement of re
signation accompanied by the registered agent's certification that the registered agent has mailed a copy of the original statement of resignation to the principal office by certified mail.
This bill deletes the requirement that an agent must certify to t
he secretary of state that the agent mailed a
copy of the original statement of resignation
to the principal office by certified mail and, instead, requires that the agent certify that
written notice of the registered agent's resignation
was mailed.
CORPO
RATIONS
Present law authorizes the formation of for-profit corporations, which have
the same powers as an individual to do all things necessary or convenient to carry out its business and affairs
.
Each corporation must continuously maintain in this stat
e
a
registered agent who maintains an office at the same street address as the registered office
. The agent may be (i) a
n individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic gener
al partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
a
foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or
(ii)
a f
oreign registered limited liability partnership that is authorized to transact business in this state.
If a registered agent resigns or is unable to perform the registered agent's duties, the designating corporation
must
promptly designate another registe
red agent
.
Present law authorizes a
registered agent
to
resign the registered agent's agency appointment by signing and filing with the secretary of state an original statement of resignation accompanied by the registered agent's certification that the r
egistered agent has mailed a copy thereof to the principal office of the corporation by certified mail.
The statement may include a statement that the registered office is also discontinued.
This bill deletes the requirement that the agent must certify t
hat a copy of the statement of resignation was mailed to the principal office and, instead, requires the agent to certify that
written notice of the registered agent's resignation
was mailed.
This bill makes the same change to the requirements of an agen
t who resigns from a foreign corporation, a nonprofit corporation, and a nonprofit foreign corporation.
LIMITED LIABILITY COMPANIES (LLCs)
Present law requires e
ach foreign and domestic
limited liability company (LLC)
to
continuously maintain in this s
tat
e (i) a
registered office that may be the same as any of its places of business; and
(ii) a
registered agent who maintains an office at the same street address as the registered office
. The registered agent may be (i) a
n individual who resides in this
state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(ii) a
foreign corporation, a not-for-profit fo
reign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
If a registered agent resigns or is unable to perf
orm such agent's duties, the foreign or domestic designating LLC
must
promptly designate another registered agent
.
Present law authorizes a
registered agent of a foreign or domestic LLC
to
resign such agent's agency appointment by signing and filing with
the secretary of state an original statement of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the LLC by certified mail.
The statement may include a statement that the registere
d office is also discontinued.
This bill deletes the requirement that an agent must certify to the secretary of state that the agent mailed a copy of the original statement of resignation to the principal office by certified mail and
,
instead
,
requires th
at the agent certify that written notice of the registered agent's resignation
was mailed.
This bill makes the same change for an agent's resignation from an LLC formed under the
Tennessee Revised Limited Liability Company Act
.
LIMITED LIABILITY
PARTNERSHIPS
Present law requires e
ach registered limited liability partnership
and
foreign registered limited liability partnership
s to
continuously maintain in this state
(i) a
registered office that may be the same as any of its places of business in
this state; and
(ii) a
registered agent who maintains an office at the same street address as the registered office
. Such registered agent
may be
(i) a
n individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a
domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or
(ii) a
foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a fore
ign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
If a registered agent resigns or is unable to perform such agent's duties, the registered limited liability partnership
m
ust
promptly designate another registered agent
.
Present law authorizes that a
registered agent of a registered limited liability partnership may resign such agent's agency appointment by signing and filing with the secretary of state an original stateme
nt of resignation accompanied by such agent's certification that such agent has mailed a copy thereof to the principal office of the registered limited liability partnership by certified mail.
The statement may include a statement that the registered offi
ce is also discontinued.
This bill deletes the requirement that an agent must certify to the secretary of state that the agent mailed a copy of the original statement of resignation to the principal office by certified mail and
,
instead
,
requires that the
agent certify that written notice of the registered agent's resignation was mailed.
This bill makes th
e same
change for an agent's resignation from a
limited partnership and a foreign limited partnership
formed under the Revised Uniform Limited Partners
hip Act
, and
for a limited partnership or registered foreign limited partnership
formed under the
Tennessee Uniform Limited Partnership Act
.
Current Bill Text
Read the full stored bill text
SENATE BILL 442
By Seal
HOUSE BILL 499
By Jones R
HB0499
000677
- 1 -
AN ACT to amend Tennessee Code Annotated, Title 43,
Chapter 38, Part 1; Title 48, Chapter 15; Title 48,
Chapter 208; Title 48, Chapter 249; Title 48,
Chapter 25; Title 48, Chapter 55; Title 48, Chapter
65; Title 61, Chapter 1; Title 61, Chapter 2 and
Title 61, Chapter 3, relative to registered agents.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Section 43-38-109(a), is amended by
deleting the language "a copy of the original statement of resignation" and substituting instead
the language "written notice of the registered agent's resignation".
SECTION 2. Tennessee Code Annotated, Section 48-15-103(a), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 3. Tennessee Code Annotated, Section 48-25-109(a), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 4. Tennessee Code Annotated, Section 48-55-103(a), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 5. Tennessee Code Annotated, Section 48-65-109(a), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
- 2 - 000677
SECTION 6. Tennessee Code Annotated, Section 48-208-103(a), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 7. Tennessee Code Annotated, Section 48-249-111(a), is amended by
deleting the language "a copy of the statement of resignation" and substituting instead the
language "written notice of the registered agent's resignation" in the first sentence of the
subsection.
SECTION 8. Tennessee Code Annotated, Section 61-1-1002(e), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 9. Tennessee Code Annotated, Section 61-2-104(d), is amended by deleting
the language "a copy thereof" and substituting instead the language "written notice of the
registered agent's resignation" in the first sentence of the subsection.
SECTION 10. Tennessee Code Annotated, Section 61-2-904(h), is amended by
deleting the language "a copy thereof" and substituting instead the language "written notice of
the registered agent's resignation" in the first sentence of the subsection.
SECTION 11. Tennessee Code Annotated, Section 61-3-117(a)(4), is amended by
deleting the language "a copy of the statement" and substituting instead the language "written
notice of the registered agent's resignation".
SECTION 12. This act takes effect upon becoming a law, the public welfare requiring it.