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~tate of utennessee
PUBLIC CHAPTER NO. 152
HOUSE BILL NO. 1341
By Representatives Lamberth, Cochran, Farmer, Powers
Substituted for: Senate Bill No. 1050
By Senator Jackson
AN ACT to amend Tennessee Code Annotated, Title 48, relative to unauthorized filings
with the secretary of state.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Title 48, is amended by adding the following
as a new chapter:
48-251-101. Chapter definitions.
As used in this chapter, unless the context otherwise requires:
(1) "Person" means a natural person; and
(2) "Secretary of state" or "secretary" means the secretary of state or the
secretary of state's authorized representative or designee.
48-251-102. Complaint.
(a) A person who contends that the person's name or address was included on a
document filed with the secretary of state under this title or title 61 without the person's
consent may file a complaint with the secretary of state concerning the document.
(b) A complaint submitted pursuant to subsection (a) must include:
(1) A description of the document filed with the secretary of state that
contains the person's name or address;
(2) The name, street address, telephone number, and email address, if
available, of the person filing the complaint;
(3) The name and control number assigned by the secretary of state for
each business entity associated with the challenged document, if known to the
person making the complaint;
(4) Information, if known to the person making the complaint, identifying
each person involved in the challenged document, including names, street
addresses, telephone numbers, and email addresses;
(5) Information, if known to the person making the complaint, identifying
the nature of any business or personal relationship between the person making
the complaint and each person involved in the filing of the challenged document;
and
(6) A statement, under penalty of perjury, by the person making the
complaint that the person believes in good faith that the facts stated in the
complaint are true and that the complaint complies with this section.
(c) The secretary of state may create a form that a person may use to submit a
complaint under this section.
48-251-103. Notice of complaint - Response.
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(a) If the secretary of state determines that the complaint does not comply with §
48-251-102, then the secretary of state must dismiss the complaint and notify the person
who submitted the complaint. The notification must be sent no later than ten (10)
business days after the secretary of state receives the complaint. The notification must
state why the complaint does not comply with§ 48-251-102.
(b) If the secretary of state determines that a complaint complies with § 48-251-
102, then no later than ten (10) business days after the secretary of state receives the
complaint, the secretary of state must send notice of the complaint to all physical
addresses that the business entity listed in the complaint has on file with the secretary of
state, including the street address, registered office, principal office, and mailing
address, if different, and to the email address that the business entity listed in the
complaint has on file with the secretary of state. The secretary of state's notice of the
complaint must include a copy of the complaint and information regarding how a
response may be filed under this section.
(c) A person responding to the notice of the complaint may file a written response
no later than twenty-one (21) business days after the secretary of state mails and emails
the notice described under subsection (b). The person responding to the notice of the
complaint may use a form created by the secretary of state. The response must include
a statement, under penalty of perjury, that the person responding to the notice of the
complaint believes in good faith that the facts stated in the response are true.
(d) If the secretary of state does not receive a response to the notice of the
complaint in writing within twenty-one (21) business days after the secretary of state
mails and emails the notice of the complaint, then the secretary of state must deem the
allegations contained in the complaint admitted for purposes of this chapter only.
48-251-104. Review.
(a) If, after reviewing the complaint and each submitted response, the secretary
of state determines that the person filing the complaint under§ 48-251-102 has shown,
by clear and convincing evidence, that the name or address of the person challenging
the filing was included on a document filed with the secretary of state under this title or
title 61 without the person's consent, then the secretary of state must void the
challenged business record.
(b) If, after reviewing the complaint and each submitted response, the secretary
of state determines that the person filing the complaint under § 48-251-102 has not
shown, by clear and convincing evidence, that the name or address of the person
challenging the filing was included on a document filed with the secretary of state under
this title or title 61 without the person's consent, then the secretary must not take action.
(c) The secretary of state shall issue a decision as described in subsection (a) or
subsection (b) within thirty (30) business days of mailing or emailing the notice of the
complaint.
(d) The secretary of state shall provide written notice of a decision as described
in subsection (a) or subsection (b) to the person who submitted the complaint and each
person who submitted a response to the notice of the complaint, if any, within seven (7)
business days after the secretary of state issues a decision as described in subsection
(a) or subsection (b).
(e) The person who submitted the complaint and each person who submitted the
response to the notice of the complaint are entitled to judicial review of the secretary of
state's decision under subsection (a) or subsection (b) in accordance with§ 4-5-322(h).
(f) The remedies provided under this chapter do not preclude other remedies.
48-251-105. Filing fees for voided filings.
If the secretary of state voids a transaction under this chapter, then the secretary
of state must not issue a refund to the filer for the cost of the filing.
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48-251-106. Public records.
The complaint and response are public records in the office of the secretary of
state.
SECTION 2. The headings in this act are for reference purposes only and do not
constitute a part of the law enacted by this act. However, the Tennessee Code Commission is
requested to include the headings in any compilation or publication containing this act.
SECTION 3. This act takes effect July 1, 2025, the public welfare requiring it.
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HOUSE BILL NO. 1341
PASSED: March 24, 2025
CAMERUN SEXTON, SPEAKER
HOUSE OF REPRESENTATIVES
R
RANDY fv11NALLY
SPEAKER OF THE tENATE
APPROVED this s day of /\po \ 2025
~Uc,
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