The Revised Tennessee Business Corporation Act (“TCBA”): NOTICES IN ENGLISH
The TCBA sets forth laws governing for-profit corporations in the State of Tennessee. In order to ensure that the TCBA was up-to-date in terms of its applicability to modern business conduct and operations, revisions to the TCBA went into effect on January 1, 2013.
One change that may affect how corporations in Tennessee conduct business pertains to general notices which, according to the TCBA, corporations and shareholders must provide under certain circumstances. As of January 1, 2013, all notices and other communications must be in English unless agreed upon by the sender and the recipient. (TCA 48-11-202).
Given the influx of non-native English speakers into the State of Tennessee, as well as the increasing presence of foreign-owned and affiliated corporations, this language requirement could end up affecting more businesses than one would otherwise suspect—especially those closely held corporations which are owned or managed by individuals for whom English is a second language.
Therefore, when drafting corporate documents or when communicating in writing, it is important for corporations (including their shareholders, managers and directors) to communicate in English if they have not clearly established in writing, whether in the communication itself or in the corporation’s bylaws, that another language is permitted.