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If you are unsure as to what type of business (i.e. Corporation, Limited Liability Company, Partnership, etc.), you may need to contact an attorney or tax professional, as this office is unable to assist in that determination. For information on types of business entities and tax, treatments consult the IRS, Tennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.
- 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.
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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.
"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).
Tennessee has a replevin law that provides for the restoration of alienated public records to their rightful custodians. Law enforcement authorities can reclaim these documents without any compensation to the would-be private owner. Contact TSLA if you have knowledge of the whereabouts of misplaced public records, or if you would like to report a lost or stolen public record. We can offer advice on how to proceed. We generally advise callers to contact their county attorney, county sheriff, or county archivist, depending on the unique circumstances of each county. Even though it is up to law enforcement authorities to prosecute theft, we have been able to aid several Tennessee counties in recovering their lost or stolen public records.
Staff members at TSLA's Archives Development Program will work with you to determine whether items are, indeed, government records that belong in a state or county archive. By avoiding the purchase of stolen records on eBay or through other auctions, you will ultimately save time, the loss of your money, and potential lawsuits. It will also ensure that we, as Tennessee citizens, continue to have access to the records of our own government.
f you are a document collector, dealer, or staff member at an archives, library, historical society, or museum, you can:
- avoid buying, selling, or trading in lost or stolen Tennessee public records.
- identify lost or stolen public records and report them to the Tennessee State Library and Archives.
Sometimes, collectors like to obtain records relating to, for example, Civil War history or African-American slavery. For more information about the nationwide interest in these items, see our article on "eBay Sales of Public Records."
In some cases, well-meaning citizens have "saved" their county records from destruction or neglect years ago. In other cases, county archives did not exist, and the records were long stored in private hands. Now, however, most counties have a safe place to store county records, and the items need to be returned to their proper location. Please contact TSLA if you need help getting in touch with the proper state or county official in order to return public records in someone's possession.
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.
- 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.
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.
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.
"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).
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.
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.
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.
The minimum is one. There is no limit on the maximum number of shares authorized.,
Authorized shares are the number of shares of stock that the charter allows the corporation to issues.