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HB 2019

Corporations, Not for Profit - As introduced, establishes the county where a public benefit or mutual benefit corporation has the corporation's principal office or, if the corporation does not have a principal office located in this state, the corporation's registered office, as a venue for a proceeding by the attorney general and reporter to dissolve the corporation; establishes additional locations as venue for proceedings to dissolve a corporation by the attorney general and reporter or other authorized parties. - Amends TCA Title 48, Chapter 64.

114th Regular Session (2025-2026) Introduced by Mark Cochran

Tennessee bill establishes county venue rules for Attorney General dissolution proceedings against public benefit and mutual benefit corporations.

Filed for introduction
#corporations #notforprofit
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Bill Summary · HB 2019

Legislative bill overview

HB 2019 modifies Tennessee law to establish specific county venues where the state's Attorney General can bring dissolution proceedings against public benefit corporations and mutual benefit corporations. The bill designates the county containing either the corporation's principal office (if in Tennessee) or its registered office as the proper venue for such legal actions.

Why is this important

Venue rules determine which court has jurisdiction over a case, affecting where defendants must defend themselves and potentially influencing litigation costs and accessibility. By clarifying venue for corporate dissolution cases, this bill could streamline how the state enforces corporate governance standards and ensures accountability for nonprofit and benefit corporations operating in Tennessee.

Potential points of contention

  • Burden on corporations: Requiring corporations to defend dissolution proceedings in potentially distant counties could impose significant legal costs, particularly on smaller nonprofits with limited resources
  • Scope ambiguity: The bill's reference to "additional locations" is vague without seeing the full amended text, raising questions about how many venues could theoretically be available and whether this expands or limits plaintiff options
  • Attorney General discretion: Expanding venue options gives the AG broader choice in where to file, which could be seen as either improving enforcement flexibility or enabling forum shopping disadvantageous to defendants

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

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