What types of business entities file documents with the Secretary of State?
Corporations*
Limited Liability Companies (LLC’s)*
Limited Partnerships (LP’s)*
Limited Liability Partnerships (LLP’s)*
General Partnerships+
*All of the above business entities file formation documents.
+Filings by general partnerships are not for the purpose of forming or maintaining a general partnership in Tennessee. Document filing is for the purpose of providing public notice of basic information about a general partnership, such as the agency authority of its partners, and such filings are optional and voluntary.
What is the fewest number of people needed to incorporate?
One (1)
Are participants able to be selected for jury duty?
Program Participants are not subject to selection for state or municipal jury duty. T.C.A. § 40-38-607.
Program participants should not appear on state or municipal jury selection lists. If a program participant is selected for jury service, the summoning court should excuse the program participant.
If a program participant receives a jury summons for either state or municipal jury duty, the Participant must notify the summoning court of the participant's exempt status and provide a copy of the Participant's Certificate of Program Participation, if requested.
Participants may not fail to respond to a jury summons.
May a Professional Solicitor sell tickets to a fundraising event for a charity?
Yes, however, in the case of events to which tickets are being donated to a charitable organization, the professional solicitor is responsible for attaining a written commitment from the charitable organization stating that they will accept donated tickets and specifying the number of tickets they are willing to accept. No more contributions for donated tickets that will be accepted may be solicited by the professional solicitor.
What is a professional solicitor?
"Professional solicitor" means any person who, for a financial or other consideration, solicits contributions for, or on behalf of, a charitable organization, whether such solicitation is performed personally or through such person's agents, servants or employees or through agents, servants or employees specially employed by or for a charitable organization, who are engaged in the solicitation of contributions under the direction of such person, or a person who plans, conducts, manages, carries on or advises a charitable organization in connection with the solicitation of contributions. Any independent marketing agent or entity to whom a professional solicitor assigns fundraising or solicitation responsibilities shall be deemed to be a professional solicitor for purposes of this part. A salaried officer or permanent employee of a charitable organization is not deemed to be a professional solicitor. However, any salaried officer or employee of a charitable organization that engages in the solicitation of contributions for compensation in any manner for more than one (1) charitable organization is deemed a professional solicitor. A professional solicitor does not include an attorney, investment counselor, or banker who in the conduct of such person's profession advises a client. See T.C.A. §48-101-501(7).
When Can the Substitute Address be Used?
Whenever a program participant is required by law to swear to or affirm the participant’s address, the participant may use the participant’s substitute address. T.C.A. §§ 40-38-602, 606.
Wherever a program participant is required by law to establish residency, the participant may use the participant’s substitute address. T.C.A. §§ 40-38-602, 606.
The substitute address may be used for motor vehicle records and may be printed on a drivers license. T.C.A. § 40-38-602.
The substitute address may also be used as your official mailing address for all public utilities and public utility service providers. T.C.A. §§ 40-38-602, 606.
Participants may also request that private entities use the substitute address, although they are not required to do so.
Do private businesses have to accept a Safe at Home Participant's substitute address?
Private businesses are not required by statute to accept a Safe at Home Participant's substitute address. However, private companies or agencies are encouraged to make every effort to keep a participant’s information safe by accepting the substitute address whenever possible. If agency or business employees have questions about using the substitute address, they may contact the Safe at Home Program directly.
When can the Substitute Address NOT be used?
When listing, appraising, or assessing property taxes;
When collecting property taxes;
On any document related to real property recorded with a county clerk or recorder.
How do participants vote?
Program Participants must vote by absentee ballot. T.C.A. § 40-38-607.
Program participant absentee ballots must be treated as confidential and must be processed confidentially by the Administrator of Elections. Program participants shall appear in the statewide official voter registration list only by the Participant Identification Number.
What information relating to a participant may be available to law enforcement or administrative agency officials?
As authorized by law, properly designated law enforcement agency officials and administrative agency officials may request disclosure of information relating to a program participant. T.C.A. § 40-38-609. What information may be available to law enforcement or administrative agency officials?
Properly designated law enforcement agency officials and administrative agency officials may request confirmation of program participation pertaining to a supposed program participant.
Properly designated law enforcement agency officials and administrative agency officials may request disclosure of information pertaining to a program participant, including the confidential address, subject to the discretion of the Secretary of State. Program Participants may be entitled to prior notice and appeal rights.
Disclosure of a participant’s confidential address, or any other information contained within a program participant’s file, shall be limited to ensure that the disclosure and dissemination of the confidential address will be no greater than necessary for the specific purpose for which it was requested.
What is an Incorporator?
The incorporator is the person that files the charter of the corporation. The incorporator must be of legal age to enter into contracts. Once the charter has been filed, the incorporator’s function is complete.
What are the most common reasons for rejection of an Annual Report?
The correct fee is not paid. The annual report fee for a corporation is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
The annual report is not signed and/or dated.
The annual report is not typed or filled out in ink.
Is a Professional Solicitor required to make any disclosures when soliciting?
Yes, a professional solicitor shall, prior to orally requesting a contribution and at the same time a written request for a contribution is made, clearly and conspicuously disclose at the point of solicitation the solicitor’s name as on file with the Division of Charitable Solicitation and Gaming and that the solicitation is being conducted by a “paid solicitor”. In the case of a solicitation campaign conducted orally, professional solicitors are required to send written confirmation to each person who has contributed or pledged to contribute within five (5) days after that person has been solicited. The written confirmation shall include the above disclosure.
What is a commercial co-venturer?
A commercial co-venturer is any person who is organized for profit; is regularly and primarily engaged in trade or commerce, other than in connection with soliciting for charitable or civic organizations or charitable purposes; and conducts an advertised charitable sales promotion for a specific limited period of time. The charitable organization being promoted by the co-venturer must be duly registered or be exempt from registration with the Division of Charitable Solicitations. Commercial co-venturers are required to have a written agreement with the charitable organization on whose behalf the sales promotion is to be conducted. Such co-venturers are also required to keep all records in connection with the charitable sales promotion for no less than three (3) years after the end date of the promotion.
What is a professional fundraising counsel?
"Professional fundraising counsel" means any person who, for compensation, plans, manages, advises, consults, or prepares material for a charitable organization for the solicitation of contributions in this state, but who does not solicit contributions and does not employ, procure, or engage any person to solicit contributions on behalf of a charitable organization. "Professional fundraising counsel" does not include an attorney, investment counselor, bona fide salaried officer, employee, volunteer, or banker who in the conduct of such person's profession advises a client. See T.C.A. §48-101-501(6).
Does the corporation have to be recorded anywhere else?
Yes, if the principal address is in Tennessee, the filed document must be recorded in the Registered of Deeds in the county where the principal office is located.
What are bylaws?
Bylaws are the code or rules by which the corporation is run, and explain the conditions and limitations that the corporation must follow in conducting its business.
What Is the Board of Directors?
The board of directors is a group of people who direct and oversee the business activities of the corporation. The board hires officers to conduct the day-to-day operation of the corporation. In the case of small, tightly held corporations, the board of directors and the officers may serve in both capacities.
How many shares of stock are required when filing a charter?
The minimum is one. There is no limit on the maximum number of shares authorized.,
What are authorized shares?
Authorized shares are the number of shares of stock that the charter allows the corporation to issues.