Tennessee Senate Bill SB0306

Tennessee 2025-2026 Regular Session

• Introduced: 1/27/25
• Engrossed: 3/3/25
• Enrolled: 3/20/25
• Passed: 4/3/25
• Chaptered: 4/8/25

Caption

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.

Summary

SB0306 amends multiple provisions of Tennessee business entity law governing when the secretary of state may take action against an entity’s filing status. Across cooperatives, corporations, foreign corporations, LLCs, foreign LLCs, limited partnerships, and foreign limited partnerships, the bill adds a new ground for administrative action when an organizer, director, officer, manager, member, partner, agent, or representative knowingly signs and submits a document containing materially false information. It also adds a separate ground when the entity is owned or controlled by a foreign government or by a foreign nongovernment person identified by the U.S. Secretary of Commerce as a foreign adversary under federal regulations, with an exception for transactions approved by the Committee on Foreign Investment in the United States (CFIUS). The bill’s practical effect is to strengthen state oversight of entity filings and to align Tennessee law with federal foreign-adversary designations. It expands the secretary of state’s authority to address false filings and to deny or revoke status for entities tied to designated foreign adversaries, affecting domestic and foreign business entities organized or registered under the cited chapters of the Tennessee Code. Because the bill touches several entity forms at once, it has broad implications for business registration, compliance, and foreign ownership review in Tennessee. The overall sentiment around the bill appears strongly favorable and noncontroversial. It passed the Senate State & Local Government Committee 8-0, then passed the Senate floor 31-0, and later passed on regular calendar in the House 92-0. The unanimous votes suggest broad bipartisan support and little visible opposition in the recorded history provided. No committee transcript was provided, so there is no recorded debate to identify specific arguments. The main point of potential contention, based on the text itself, is the foreign-adversary ownership restriction, which could raise concerns about the scope of state authority over foreign investment or the risk of overbreadth in defining control. However, the inclusion of the CFIUS exception appears designed to narrow that concern by exempting federally approved transactions.

Impact

SB0306 amends Tennessee Code Annotated provisions governing cooperatives, corporations, foreign corporations, LLCs, foreign LLCs, limited partnerships, and foreign limited partnerships. It adds materially false filing submissions and ownership or control by a federally designated foreign adversary as grounds for administrative action under the relevant entity statutes, thereby expanding the secretary of state’s enforcement and review authority over entity filings and foreign ownership status.

Sentiment

The bill appears to have been received very positively and without recorded opposition. It advanced unanimously through committee and both chambers, with 8-0 in committee, 31-0 on one Senate floor vote, and 92-0 on final passage in the House. The vote pattern indicates broad bipartisan agreement and little controversy in the legislative record provided.

Contention

The only notable substantive tension is the bill’s treatment of entities owned or controlled by foreign governments or foreign nongovernment persons designated as foreign adversaries under federal regulations. Supporters likely view this as a security and compliance measure, while critics could worry about its effect on foreign investment, business formation, or the breadth of state authority. The bill mitigates some of that concern by exempting transactions approved by CFIUS, suggesting an effort to avoid conflict with federal foreign investment review.