Official Summary Text
COMPLAINT
This bill authorizes
a
person who contends that the person's name or address was included on a document filed with the secretary of state under
laws relative to securities, corporations, associ
ations, and partnerships
without the person's consent
to
file a complaint with the secretary of state
, which for purposes of this bill includes the
secretary of state's authorized representative or designee
,
concerning the document.
Such a complaint must
include all of the following:
A description of the document filed with the secretary of state that contains the person's name or address
.
The name, street address, telephone number, and email address, if available, of the person filing the complaint
.
The name and control number assigned by the secretary of state for each business entity associated with the challenged document, if known to the person making the complaint
.
Information, if known to the person making the complaint, identifying each person involved in the challenged document, including names, street addresses, telephone numbers, and email addresses
.
Information, if known to the person making the complaint, identifying the nature of any business or personal relationship between the person making the complaint and each person involved in the filing of the challenged document
.
A statement, under penalty of perjury, by the person making the complaint that the person believes in good faith that the facts stated in the complaint are true and that the complaint complies with this
bill
.
This bill authorizes the
secretary of state
to
create a form that a person may use to submit a complaint.
NOTICE OF COMPLAINT
–
RESPONSE
If the secretary of state determines that the complaint does not comply with
this bill
, then
this bill requires
the secretary of state
to
dismiss the complaint and notify the person who submitted the complaint. The notification must be sent no later than
10
business days after the secretary of state receives the complaint. The notification must state why the complaint does not comply.
If the secretary of state determines that a complaint complies with
this bill
, then
this bill requires,
no later than 10 business days after the secretary of state receives the complaint, the secretary of state
to
send notice of the complaint to all physical addresses that the business entity listed in the complaint has on file with the secretary of state, i
ncluding the street address, registered office, principal office, and mailing address, if different, and to the email address that the business entity listed in the complaint has on file with the secretary of state.
Such
notice of the complaint must inclu
de a copy of the complaint and information regarding how a response may be filed under this
bill
.
This bill authorizes a
person responding to the notice of the complaint
to
file a written response no later than 21 business days after the secretary of sta
te mails and emails the notice described
above
. The person responding to the notice of the complaint may use a form created by the secretary of state. The response must include a statement, under penalty of perjury, that the person responding to the noti
ce of the complaint believes in good faith that the facts stated in the response are true.
If the secretary of state does not receive
such
a response in writing within 21 business days after the secretary of state mails and emails the notice of the compla
int, then the secretary of state must deem the allegations contained in the complaint admitted
only
for purposes of state
laws relative to securities, corporations, and associations
.
REVIEW
If, after reviewing the complaint and each submitted response,
the secretary of state determines that the person filing the complaint has shown, by clear and convincing evidence, that the name or address of the person challenging the filing was included on a document filed with the secretary of state under
laws relati
ve to securities, corporations, associations, and partnerships
without the person's consent, then
this bill requires
the secretary of state
to
void the challenged business record.
However, if such burden of proof is not met
, then the secretary
must
not ta
ke action.
This bill requires t
he secretary of state
to
issue a decision
as described above
within 30 business days of mailing or emailing the notice of the complaint.
The secretary of state
must
provide written notice of
such
a decision to the person w
ho submitted the complaint and each person who submitted a response to the notice of the complaint, if any, within seven business days after the secretary of state issues
such
a decision
.
The person who submitted the complaint and each person who submitt
ed the response to the notice of the complaint are entitled to judicial review of the secretary of state's decision.
T
he remedies provided under state
laws relative to securities, corporations, and associations
do not preclude other remedies.
FILING FEES
FOR VOIDED FILINGS
If the secretary of state voids a transaction under state
laws relative to securities, corporations, and associations
, then
this bill prohibits
the secretary of state
from
issu
ing
a refund to the filer for the cost of the filing.
PUB
LIC RECORDS
This bill clarifies that the
complaint and response are public records in the office of the secretary of state.
Current Bill Text
Read the full stored bill text
SENATE BILL 1050
By Stevens
HOUSE BILL 1341
By Lamberth
HB1341
003197
- 1 -
AN ACT to amend Tennessee Code Annotated, Title 48,
relative to unauthorized filings with the secretary of
state.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Title 48, is amended by adding the following
as a new chapter:
48-251-101. Chapter definitions.
As used in this chapter, unless the context otherwise requires:
(1) "Person" means a natural person; and
(2) "Secretary of state" or "secretary" means the secretary of state or the
secretary of state's authorized representative or designee.
48-251-102. Complaint.
(a) A person who contends that the person's name or address was included on a
document filed with the secretary of state under this title or title 61 without the person's
consent may file a complaint with the secretary of state concerning the document.
(b) A complaint submitted pursuant to subsection (a) must include:
(1) A description of the document filed with the secretary of state that
contains the person's name or address;
(2) The name, street address, telephone number, and email address, if
available, of the person filing the complaint;
(3) The name and control number assigned by the secretary of state for
each business entity associated with the challenged document, if known to the
person making the complaint;
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(4) Information, if known to the person making the complaint, identifying
each person involved in the challenged document, including names, street
addresses, telephone numbers, and email addresses;
(5) Information, if known to the person making the complaint, identifying
the nature of any business or personal relationship between the person making
the complaint and each person involved in the filing of the challenged document;
and
(6) A statement, under penalty of perjury, by the person making the
complaint that the person believes in good faith that the facts stated in the
complaint are true and that the complaint complies with this section.
(c) The secretary of state may create a form that a person may use to submit a
complaint under this section.
48-251-103. Notice of complaint – Response.
(a) If the secretary of state determines that the complaint does not comply with §
48-251-102, then the secretary of state must dismiss the complaint and notify the person
who submitted the complaint. The notification must be sent no later than ten (10)
business days after the secretary of state receives the complaint. The notification must
state why the complaint does not comply with § 48-251-102.
(b) If the secretary of state determines that a complaint complies with § 48-251-
102, then no later than ten (10) business days after the secretary of state receives the
complaint, the secretary of state must send notice of the complaint to all physical
addresses that the business entity listed in the complaint has on file with the secretary of
state, including the street address, registered office, principal office, and mailing
address, if different, and to the email address that the business entity listed in the
complaint has on file with the secretary of state. The secretary of state's notice of the
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complaint must include a copy of the complaint and information regarding how a
response may be filed under this section.
(c) A person responding to the notice of the complaint may file a written
response no later than twenty-one (21) business days after the secretary of state mails
and emails the notice described under subsection (b). The person responding to the
notice of the complaint may use a form created by the secretary of state. The response
must include a statement, under penalty of perjury, that the person responding to the
notice of the complaint believes in good faith that the facts stated in the response are
true.
(d) If the secretary of state does not receive a response to the notice of the
complaint in writing within twenty-one (21) business days after the secretary of state
mails and emails the notice of the complaint, then the secretary of state must deem the
allegations contained in the complaint admitted for purposes of this chapter only.
48-251-104. Review.
(a) If, after reviewing the complaint and each submitted response, the secretary
of state determines that the person filing the complaint under § 48-251-102 has shown,
by clear and convincing evidence, that the name or address of the person challenging
the filing was included on a document filed with the secretary of state under this title or
title 61 without the person's consent, then the secretary of state must void the
challenged business record.
(b) If, after reviewing the complaint and each submitted response, the secretary
of state determines that the person filing the complaint under § 48-251-102 has not
shown, by clear and convincing evidence, that the name or address of the person
challenging the filing was included on a document filed with the secretary of state under
this title or title 61 without the person's consent, then the secretary must not take action.
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(c) The secretary of state shall issue a decision as described in subsection (a) or
subsection (b) within thirty (30) business days of mailing or emailing the notice of the
complaint.
(d) The secretary of state shall provide written notice of a decision as described
in subsection (a) or subsection (b) to the person who submitted the complaint and each
person who submitted a response to the notice of the complaint, if any, within seven (7)
business days after the secretary of state issues a decision as described in subsection
(a) or subsection (b).
(e) The person who submitted the complaint and each person who submitted the
response to the notice of the complaint are entitled to judicial review of the secretary of
state's decision under subsection (a) or subsection (b) in accordance with § 4-5-322(h).
(f) The remedies provided under this chapter do not preclude other remedies.
48-251-105. Filing fees for voided filings.
If the secretary of state voids a transaction under this chapter, then the secretary
of state must not issue a refund to the filer for the cost of the filing.
48-251-106. Public records.
The complaint and response are public records in the office of the secretary of
state.
SECTION 2. The headings in this act are for reference purposes only and do not
constitute a part of the law enacted by this act. However, the Tennessee Code Commission is
requested to include the headings in any compilation or publication containing this act.
SECTION 3. This act takes effect July 1, 2025, the public welfare requiring it.