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SB 306

Secretary of State - As enacted, clarifies that administrative dissolution is permitted for certain entities if the entity files a signed document with the secretary of state knowing that it contained materially false information; permits administrative dissolution of certain entities if the entity is owned or controlled by a foreign government or foreign non-government person determined to be a foreign adversary by the United States secretary of commerce. - Amends TCA 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.

114th Regular Session (2025-2026) Introduced by Richard Briggs

Tennessee permits Secretary of State to dissolve business entities filing false documents or controlled by foreign adversaries designated by U.S. Commerce Department.

Pub. Ch. 113
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Bill Summary · SB 306

Legislative bill overview

SB 306 amends Tennessee corporate law to allow the Secretary of State to administratively dissolve business entities in two scenarios: (1) when the entity knowingly files documents with materially false information, and (2) when the entity is owned or controlled by a foreign government or foreign adversary as determined by the U.S. Secretary of Commerce. The bill modifies multiple chapters of Tennessee's corporate and business entity statutes.

Why is this important

This legislation provides the state with enforcement mechanisms to remove non-compliant and potentially problematic entities from the corporate registry without requiring lengthy court proceedings. The foreign adversary provision reflects growing state-level efforts to screen out entities connected to hostile nations, particularly relevant given geopolitical tensions with countries like Russia and China.

Potential points of contention

  • Due process concerns: The administrative dissolution process bypasses traditional judicial review, raising questions about entity rights to notice and hearing before dissolution
  • Foreign adversary definition ambiguity: Reliance on Commerce Department determinations may create implementation delays or disputes over which entities qualify as "foreign adversary"-controlled
  • Materiality standard for false filings: What constitutes "materially false information" requires interpretation and could be applied inconsistently across different business types and situations

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

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