Tennessee Foreign Registration › Delaware LLCs

Delaware LLC registration in Tennessee

A Delaware LLC with up to 6 members pays Tennessee $300 at filing, and Delaware charges $50 for its certificate, $350 together. In the first year it also pays Tennessee $300 for its report and Delaware $400 for its tax, $1,000 in all before the Delaware certificate.

Delaware and Tennessee compared

Item	Delaware	Tennessee
Yearly charge	$400 tax	$300 to $3,000 report
Due	June 1	First day of the fourth month after fiscal year end (April 1 for a calendar year)
Late charge	$200 penalty and interest	Revocation risk after two months
Home paper	Certificate at $50	Dated within 2 months
Original filing	Already formed	$50 a member, from $300
Agent	Delaware registered agent	Tennessee registered agent, physical address

Tennessee and Delaware each keep their own record and their own dates.

Filling in SS-4233 for a Delaware LLC

Delaware is the home jurisdiction and the date of formation comes from the Delaware records. The principal office is the place from which the business is managed. The registered agent is in Tennessee. The Delaware operating agreement tells you how the LLC is managed and who the members are, and the member count sets the Tennessee fee.

The Delaware certificate and the two-month window

Delaware charges $50 for a certificate of good standing. Tennessee wants 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. A Delaware certificate fits that description, and the two months run from its date.

Delaware upkeep

Delaware sends its $400 annual tax bill every year, to be paid by June 1; paying late adds a $200 penalty.

Tennessee upkeep

Tennessee asks for an annual report from $300 to $3,000 by members, due the first day of the fourth month after fiscal year end (April 1 for a calendar year). The member count on the report date sets that fee.

A Delaware LLC with many members

A holding vehicle with ten members pays $500 to apply and $500 again each year, $1,000 in the first year, while the Delaware tax stays at $400.

If the name is taken in Tennessee

A Delaware name that clashes with a Tennessee name needs the other holder's consent on Form SS-9411 or an assumed name on Form SS-4402. Tennessee does not recognize DBAs.

Registering late

A Delaware LLC that already did business in Tennessee owes the fine of 3 times the filing fee for each year or part of a year before the state files its application. See the late fine page.

Changing the filing later

An amended certificate costs $20 and a new agent $20. Delaware charges separately for its own changes.

Sequence for a Delaware LLC

First the member count and the name; then the Tennessee agent; then Delaware standing; last, the Delaware certificate, followed at once by the filing. The two-month window runs from the certificate's date, which is why it comes last.

Two agents, two filings

A Delaware registered agent is an individual resident of Delaware, or a domestic or foreign entity other than the LLC itself that has a Delaware business office at the registered office. That agent serves Delaware. Tennessee needs its own agent at a physical Tennessee address, entered on SS-4233.

Delaware tax and the exit

Delaware assesses its annual tax if the entity is active in the records of the Division at any time during January 1 to December 31 of the tax year. A Tennessee withdrawal does not end the Delaware bill, and Tennessee wants its own tax clearance before it accepts the exit.

When the Delaware LLC leaves

Close the Tennessee authority with Form SS-4241 ($20) once the tax clearance is in hand. The withdrawal page has the rest.

Four questions to settle first

How many members does the LLC have? Is the Delaware tax paid? Does the Tennessee agent work from a physical Tennessee address? Is the Delaware certificate no more than 2 months old?

Other Delaware entities

A Delaware corporation files Form SS-4431 for $600, and a Delaware nonprofit files Form SS-4432 at $600.

Registering a Delaware LLC in Tennessee

Count the members
It sets the Tennessee fee.
Check Delaware standing
Pay the Delaware tax first.
Name the Tennessee agent
At a physical Tennessee address.
Order the Delaware certificate
At $50, within 2 months of the filing.
File SS-4233
With the fee for your member count.

Delaware LLC questions

Does Tennessee accept a Delaware certificate?

Yes, if it is dated within 2 months of the filing.

Does my Delaware agent also serve Tennessee?

Only if it keeps a physical Tennessee address and agrees to serve here.

Does my Delaware LLC owe Tennessee a yearly report?

Yes, from $300.

Which Delaware document do I order?

A certificate of good standing, priced at $50.

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

Tennessee

$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.

Sources

Doing business in Tennessee?

Order now and we prepare and file before another year of fine builds up.