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PUBLIC CHAPTER NO. 113
SENATE BILL NO. 306
By Briggs, Lowe, Jackson, Powers, Taylor, Yager
Substituted for: House Bill No. 459
By Greg Martin, Reedy, Vital
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.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Section 43-38-1003, is amended by deleting "or"
at the end of subdivision (5), and by deleting subdivision (6) and substituting the following:
(6) The cooperative files a document with the secretary of state in which an organizer,
director, officer, member, agent, or representative of the cooperative signed the document
knowing that the document contained materially false information; or
(7) The cooperative is owned or controlled by a Joreign government or foreign
nongovernment person determined to be a foreign adversary by the United States secretary
of commerce and specified in 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States.
SECTION 2. Tennessee Code Annotated, Section 48-24-201, is amended by deleting "or" at
the end of subdivision (5), by deleting the period at the end of subdivision (6) and substituting
instead";", and by adding the following as new subdivisions:
(7) Corporation files a document with the secretary of state in which an incorporator,
director, officer, agent, or representative of the corporation signed the document knowing
that the document contained materially false information; or
(8) Corporation 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States.
SECTION 3. Tennessee Code Annotated, Section 48-25-301, is amended by deleting
subdivision (5) and substituting instead the following subdivisions (5) and (6), and by redesignating
the existing subdivisions (6)-(8) accordingly:
(5) The foreign corporation files a document with the secretary of state in which an
incorporator, director, officer, agent, or representative of the foreign corporation signed the
document knowing that the document contained materially false information;
(6) The foreign corporation 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States;
SB306
SECTION 4. Tennessee Code Annotated, Section 48-64-201, is amended by deleting "or" at
the end of subdivision (5), by deleting the period at the end of subdivision (6) and substituting ";",
and by adding the following as new subdivisions:
(7) Corporation files a document with the secretary of state in which an incorporator,
director, officer, agent, or representative of the corporation signed the document knowing
that the document contained materially false information; or
(8) Corporation 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States.
SECTION 5. Tennessee Code Annotated, Section 48-65-301, is amended by deleting
subdivision (4) and substituting the following subdivisions (4) and (5), and by redesignating the
existing subdivisions (5)-(8) accordingly:
(4) The foreign corporation files a document with the secretary of state in which an
incorporator, director, officer, agent, or representative of the foreign corporation signed the
document knowing that the document contained materially false information;
(5) The foreign corporation 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States;
SECTION 6. Tennessee Code Annotated, Section 48-245-301, is amended by deleting
subdivision (6) and substituting the following subdivisions (6) and (7), and by redesignating the
existing subdivision (7) accordingly:
(6) The LLC files a document with the secretary of state in which an organizer,
governor, manager, member, agent, or representative of the LLC signed the document
knowing that the document contained materially false information;
(7) The LLC 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States; or
SECTION 7. Tennessee Code Annotated, Section 48-246-501, is amended by deleting
subdivision (5) and substituting the following subdivisions (5) and (6), and by redesignating the
existing subdivisions (6)-(8) accordingly:
(5) The foreign LLC files a document with the secretary of state in which an organizer,
governor, manager, member, agent, or representative of the foreign LLC signed the
document knowing that the document contained materially false information;
(6) The foreign LLC 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States;
SECTION 8. Tennessee Code Annotated, Section 48-249-604, is amended by deleting
subdivision (6) and substituting the following subdivisions (6) and (7), and by redesignating the
existing subdivision (7) accordingly:
(6) The LLC files a document with the secretary of state in which an organizer,
director, officer, manager, member, agent, or representative of the LLC signed the document
knowing that the document contained materially false information;
(7) The LLC 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States; or
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SB 306
SECTION 9. Tennessee Code Annotated, Section 48-249-908, is amended by deleting
subdivision (5) and substituting the following subdivisions (5) and (6), and by redesignating the
existing subdivisions (6)-(8) accordingly:
(5) The foreign LLC files a document with the secretary of state in which an organizer,
director, officer, manager, member, agent, or representative of the foreign LLC signed the
document knowing that the document contained materially false information;
(6) The foreign LLC 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States;
SECTION 10. Tennessee Code Annotated, Section 61-3-811 (a), is amended by deleting
subdivision (6) and substituting the following subdivisions (6) and (7), and by redesignating the
existing subdivision (7) accordingly:
(6) The limited partnership files a document with the secretary of state in which a
general partner, limited partner, agent, or representative of the limited partnership signed the
document knowing that the document contained materially false information;
(7) The limited partnership 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 15 CFR 791.4(a) or a successor regulation, except for entities
involved in transactions approved by the committee on foreign investment in the United
States; or
SECTION 11. Tennessee Code Annotated, Section 61-3-1009(a), is amended by deleting
subdivision (5) and substituting the following subdivisions (5) and (6), and by redesignating the
existing subdivisions (6)-(8) accordingly:
(5) The foreign limited partnership files a document with the secretary of state in
which a general partner, limited partner, agent, or representative of the foreign limited
partnership signed the document knowing that the document contained materially false
information;
(6) The foreign limited partnership 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 15 CFR 791.4(a) or a successor regulation, except
for entities involved in transactions approved by the committee on foreign investment in the
United States;
SECTION 12,. This act takes effect upon becoming a law, the public welfare requiring it.
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SENATE BILL NO. 306
PASSED: March 20, 2025
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RANDY McNALLY
SPEAKER OF THE SENATE
CAMER __...., TON,SPEAKER
HOUSE OF REPRESENTATIVES
2f APPROVED this day of /lprll 2025
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