HB 459

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.