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SB 1711

Corporations, Not for Profit - As enacted, 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 venues 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)

SB 1711 clarifies Tennessee venue rules for dissolving public benefit and mutual benefit corporations based on their principal or registered office location.

Pub. Ch. 590
#corporations #notforprofit
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Bill Summary · SB 1711

Legislative bill overview

SB 1711 modifies Tennessee law to clarify which county courts have jurisdiction over dissolution proceedings for public benefit and mutual benefit corporations. The bill establishes that venue for attorney general dissolution cases is determined by where the corporation maintains its principal office in Tennessee, or its registered office if no principal office exists in-state. It also expands venue options for dissolution proceedings initiated by other authorized parties.

Why is this important

This clarification prevents jurisdictional disputes that could delay or complicate enforcement actions against corporations that violate their public or mutual benefit obligations. By establishing clear venue rules, the bill makes it easier for the attorney general to hold these specialized corporations accountable while providing predictability for all parties involved in dissolution proceedings.

Potential points of contention

  • Definitional gaps: The bill references "other authorized parties" without clearly spelling out who qualifies, potentially creating future disputes over standing to initiate dissolution proceedings
  • Multi-location corporations: Corporations with offices in multiple counties may argue the venue rules create unfair forum-shopping opportunities for plaintiffs
  • Out-of-state registered offices: The fallback provision for corporations without Tennessee principal offices could create practical challenges in serving defendants and conducting proceedings in distant counties

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

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