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HB 499

Business and Commerce - As enacted, requires that, in order to resign an agency appointment, a registered agent file a certification with the secretary of state that the agent has mailed written notice of the agent's resignation, instead of a copy of the original statement of resignation, to the principal office of the entity employing the agent. - Amends TCA Title 43, Chapter 38, Part 1; Title 48, Chapter 15; Title 48, Chapter 208; Title 48, Chapter 249; Title 48, Chapter 25; Title 48, Chapter 55; Title 48, Chapter 65; Title 61, Chapter 1; Title 61, Chapter 2 and Title 61, Chapter 3.

114th Regular Session (2025-2026) Introduced by Renea Jones

Tennessee now allows registered agents to resign by certifying they mailed notice to their employer rather than filing original resignation documents with the Secretary of State.

Pub. Ch. 97
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Bill Summary · HB 499

Legislative bill overview

HB 499 modifies Tennessee's business entity registration requirements by changing how registered agents resign from their positions. Instead of filing a copy of the original resignation statement with the Secretary of State, agents now only need to file a certification confirming they've mailed written notice to the entity's principal office. This streamlines the resignation process across multiple entity types governed by Tennessee law.

Why is this important

This change simplifies administrative procedures for registered agents and reduces paperwork burden on the Secretary of State's office. However, it creates a potential gap: the state no longer receives direct documentation of resignations, relying instead on the agent's certification that notice was mailed—creating opportunities for disputes about timing, delivery, or whether notice was actually sent.

Potential points of contention

  • Verification challenges: The Secretary of State cannot independently verify that mailed notice was actually received or that it contained proper information, potentially leading to disputes about when an agent's resignation became effective
  • Liability exposure: Entities may face gaps in registered agent coverage if notice is delayed or lost in mail, with unclear responsibility for the gap period
  • Documentation consistency: Different entity types may interpret or implement the certification requirement differently, creating confusion across the multiple statutory chapters amended (10 different Tennessee Code sections)

Compiled from official sources — confirm details with the bill’s official record.

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