SB 442

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 .