Foreign LLC registration in Tennessee
Tennessee foreign LLC registration: file before the fine clock starts
Form SS-4233 costs from $300. Waiting costs 3 times that, multiplied by the years or part-years involved.
Members counted
The fee depends on the count.
Certificate ordered
Dated within two months.
SS-4233 filed
With the Tennessee fee.
A foreign LLC gets its Tennessee certificate of authority by filing SS-4233, the Application for Certificate of Authority, Foreign Limited Liability Company, with a certificate of existence, or a document of similar import, authenticated by the Secretary of State or other official who keeps the LLC records where the company was formed, dated no more than two months before the filing. The fee is $50 for each member, never less than $300 and never more than $3,000. A company that operates in Tennessee before registering owes a fine of 3 times that fee for each year or part of one, and the application waits until the fine is paid.
We prepare SS-4233 from your answers and file it for $199. Start with the registration guide, check the late fine page if the company is already operating, or read the cost page for the member scale.
- Filed before the fine clock runs
- Fee set by your member count
- Tennessee agent offered
Tennessee Secretary of State
Tennessee Certificate of Authority
- Entity
- Sample Volunteer Holdings LLC
- Formed in
- Georgia
- Registered agent
- Tennessee street address
For illustration only; a real record shows your details.
What is included
No fine to start
Operating in Tennessee before registering costs 3 times the filing fee for each year or part of a year. We file so the clock never starts.
Priced by member
The fee is $50 a member, never below $300 and never above $3,000. We price your count before you pay.
Two-month certificate
Your home certificate can be no more than 2 months old on filing day. We time the request.
Registered agent
Our firm can serve as your Tennessee agent, and you may equally name someone else.
Short intake
The company, its members, its agent and its signer.
A person answers
Tennessee questions go to a preparer.
Registering a foreign LLC in Tennessee
Count the members
The count on the filing day sets the fee.
Clear the name
If the name is taken, Form SS-9411 asks for the other holder's consent, or the company adopts an assumed name on Form SS-4402.
Name the registered agent
The agent works from a physical Tennessee street address; a post office box, route number or box number alone is rejected.
Order the home certificate
Dated no earlier than 2 months before filing.
Complete the application
18 items, from the company name to the signer.
File and pay
Online, by mail or in person, with the fee for your member count.
Tennessee registration in brief
- Application
- SS-4233, Application for Certificate of Authority, Foreign Limited Liability Company
- Fee
- $50 a member, from $300 up to $3,000
- Filed with
- Tennessee Secretary of State, Division of Business and Charitable Organizations
- Home paper
- A certificate of existence, or a document of similar import, authenticated by the Secretary of State or other official who keeps the LLC records where the company was formed, dated no more than two months before the filing
- Ways to file
- Online, by mail or in person
- Every year
- Annual report, $300 to $3,000 by member
- If late
- A fine of 3 times the fee for each year or part
- Leaving
- Form SS-4241, $20, with a tax clearance
Does the company have to register?
Tennessee asks whether the company's business in the state is merely casual or occasional, or some substantial portion of its ordinary business. The LLC Act lists 11 activities that do not count, among others, and says the list is not exhaustive. A Tennessee business lawyer can say whether your own activity qualifies. The doing business page sets the list out.
What Tennessee charges, member by member
The Tennessee fee for an LLC is $50 multiplied by the number of members, with $300 as the minimum and $3,000 as the maximum. That puts one to 6 members at $300, seven members at $350, ten at $500, and the ceiling at 60 members. Each of the other three entity types (corporation, nonprofit, partnership) pays a flat $600.
Online, mail or in person
The Secretary of State takes the application online, by mail or in person. A foreign LLC can upload its home certificate and pay by card in the online system, which is TNCaB, the Secretary of State business filing portal. The paper address is Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville. We pick the route with you when we prepare the filing.
Timing the home certificate
Tennessee takes a certificate of existence, or a document of similar import, authenticated by the Secretary of State or other official who keeps the LLC records where the company was formed, dated no more than two months before the filing. We request it so that it is still inside the two months when the application is filed.
The registered agent
Under Tennessee's rule, every entity except a general partnership keeps a registered agent and office in Tennessee at all times, and the address has to be a physical Tennessee street address; a post office box, route number or box number alone is rejected. Our firm can serve as the agent, and you may equally name someone else. Changes and resignations are explained on the registered agent page.
The yearly report
Every foreign LLC files an annual report. The fee is $300 for up to 6 members and rises $50 for each member above that, to $3,000. The due date is the first day of the fourth month after fiscal year end (April 1 for a calendar year). See the annual report page.
The fine for registering late
Doing business here without a certificate brings a fine equal to 3 times the filing fee, multiplied by the years or part-years involved. At the $300 minimum that is $900 a year, and the application waits until the fine is paid. The late fine page works through examples.
Leaving Tennessee
Leaving Tennessee takes Form SS-4241 ($20) and, ahead of it, a tax clearance from the Department of Revenue. See the withdrawal page.
Why the member count matters twice
The count prices the application, and it prices the yearly report again. A company with seven members pays $350 to apply, and one with ten pays $500. Both bills stop growing at $3,000, which is reached at 60 members. We ask for the count first, since everything else follows from it.
What SS-4233 asks for
The form runs to 18 items: the company name, any assumed name and name consent, any professional or litigation-financier designation, series status, the month its fiscal year ends, the formation date and place, the date it began doing business in Tennessee if that came before qualifying, a business email address, the nature of the business, how the company is managed, any obligated member entity, the principal office, other provisions, and the registered agent. The Form SS-4233 page takes them in groups.
Names in Tennessee
If the company name is not distinguishable from another on the Secretary of State records, the filing is rejected. The routes are the other holder's written consent ($20), an assumed name that lasts 5 years and renews ($20), or a name reservation ($20). Tennessee does not recognize DBAs.
After approval
The state returns the filed application with the fee receipt, and that document is the certificate, effective from the filing date. All reminders go to the business email on the form, so use an address that someone reads.
Other entity types
Corporations file Form SS-4431 for $600, and a nonprofit corporation files Form SS-4432 for $600. A foreign limited partnership pays $600 and files on paper. Ask us before you order a partnership filing and we will confirm the form. The corporation page covers the most common of these.
What the certificate lets the company do
With a certificate the company can bring a proceeding in a Tennessee court, which an unregistered one cannot, and its contracts, owners and defenses stay as they were. The certificate is effective from the date endorsed on the filed application.
Small Tennessee fees to know
After the application, the usual charges are small: $20 to amend the certificate, $20 to change the agent, $20 to withdraw and $70 to reinstate a revoked certificate.
What we check before filing
We run the filing against the Secretary of State's own list of reasons for rejection: the filing fee was not enclosed; the document is unsigned, unclear, not dated or not enclosed; no email address was given; the name is not distinguishable from another entity on file; or tax clearance could not be obtained. We also check that the member count matches the fee and that the registered office is not a mailbox.
The tax clearance on the way out
Leaving needs a tax clearance, because the state requires one to terminate, cancel or withdraw an entity. It is also needed to reinstate a revoked certificate.
Where we fit
Doing it alone is covered step by step on the do-it-yourself page. We handle the member count, the home-certificate request and the filing for $199, with the state fee on its own line.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
What you pay
Register in Tennessee
- SS-4233, completed from your answers
- A home certificate requested to fit the two-month window
- A Tennessee registered agent, either from us or of your choosing
- The filed application, returned to you as your certificate
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ from $300 Tennessee fee
The Tennessee fee for an LLC starts at $300 and rises with the member count; checkout prices your count on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Tennessee foreign LLC registration questions
How much does Tennessee charge a foreign LLC?
$50 a member, from $300 to $3,000, plus $199 from us.
How recent must the home certificate be?
Dated no more than 2 months before the filing.
What if the company already operated here?
The fine is 3 times the fee for each year or part, and it is paid before the application is filed.
Is an annual report required?
Yes, from $300 by member count.
Can we file online?
Yes. A foreign LLC can file online or on paper.
Does the form ask when we started doing business?
Yes, if that came before qualifying.
Who signs?
A signer who states their capacity, since a missing capacity gets the application rejected.
How do we leave?
File Form SS-4241 for $20, after the tax clearance.
Sources
- Tennessee Secretary of State, business forms and fees
- Tennessee Code Annotated 48-249-1007, LLC filing fees (General Assembly bill text restating the section)
- Tennessee Revised Limited Liability Company Act, foreign LLC provisions (Public Chapter 286)
- Tennessee Secretary of State, business FAQs
- Tennessee Secretary of State, business services
- Form SS-4233, application for certificate of authority, foreign limited liability company
- Form SS-4431, application for certificate of authority, foreign for-profit corporation
- Tennessee Secretary of State, how do I file a foreign business in Tennessee
- Form SS-4241, application for certificate of withdrawal or cancellation, foreign entity
- Tennessee Attorney General opinion 18-28, certificates of authority
- Tennessee Secretary of State, foreign business entities can now file online
Doing business in Tennessee?
Order now and we prepare and file before another year of fine builds up.