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TN HB0459

TN HB0459
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.


summary

Introduced
01/28/2025
In Committee
03/12/2025
Crossed Over
Passed
04/08/2025
Dead
Signed/Enacted/Adopted
04/08/2025

Introduced Session

114th General Assembly

Bill Summary

As enacted, clarifies that administrative dissolution is permitted for certain entities if the entity files a signed document with the secretary of state knowing that it contained materially false information; permits administrative dissolution of certain entities if the entity is owned or controlled by a foreign government or foreign non-government person determined to be a foreign adversary by the United States secretary of commerce. - Amends TCA 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.

AI Summary

This bill amends multiple sections of Tennessee law to expand grounds for administrative dissolution of various business entities, specifically adding two new conditions: first, an entity can be dissolved if it files a document with the secretary of state that contains materially false information, knowingly signed by an officer, director, agent, or representative; and second, an entity can be dissolved if it is owned or controlled by a foreign government or foreign nongovernment person that the United States secretary of commerce has determined to be a foreign adversary, as specified in federal regulations (15 CFR 791.4(a)). The bill applies these new dissolution criteria to multiple types of business organizations including cooperatives, corporations, foreign corporations, limited liability companies (LLCs), limited partnerships, and foreign limited partnerships. An important exception is made for entities involved in transactions approved by the Committee on Foreign Investment in the United States, which would be exempt from administrative dissolution under the foreign adversary provision. The bill takes effect immediately upon becoming law, with the stated purpose of protecting the public welfare by ensuring greater accountability and scrutiny of business entities with potentially problematic ownership or reporting practices.

Committee Categories

Business and Industry

Sponsors (3)

Last Action

Comp. became Pub. Ch. 113 (on 04/08/2025)

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