Day on Torts
Sometimes companies that do business or cause harm in Tennessee have not registered to do business in Tennessee or have not appointed a registered agent in the state. If you want to sue them in a civil action (but not a worker’s compensation action), on whom to you serve the summons and complaint?
For “for profit” corporations, the answer is found in Tenn. Code Ann. Sec. 48-15-104 (b) :
Whenever a domestic or foreign corporation authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice or demand may be served. (Emphasis added.)
For limited liability companies, the answer is found in Tenn. Code Ann. Sec. 48-249-112(b):
SECRETARY OF STATE IS DEFAULT AGENT. Whenever a domestic or foreign LLC authorized to transact business in this state fails to appoint or maintain a registered agent in this state, whenever the registered agent of a domestic or foreign LLC cannot be found with reasonable diligence, whenever a foreign LLC transacts business or conducts affairs in this state without first obtaining a certificate of authority from the secretary of state, or whenever the certificate of authority of a foreign LLC has been cancelled or revoked, then the secretary of state shall be an agent of such LLC upon whom any process, notice or demand may be served. (Emphasis added.)
For non-profit corporations, the answer is found in Tenn. Code Ann. Sec. 48-55-104(b):
Whenever a domestic or foreign corporation authorized to transact business or conduct affairs in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice, or demand may be served. (Emphasis added.)