Tennessee Foreign Registration › Filing it yourself
Filing Form SS-4233 on your own: a walkthrough
Registering a foreign LLC in Tennessee without help is possible. The Secretary of State takes SS-4233 online, by mail or in person, charges $50 a member from $300, and returns the filed application as your certificate. This page walks the work in order and says where filings are rejected.
Gather these first
Collect the exact company name, the formation date and the state or country, the principal office, the registered agent and a physical Tennessee address, the member count, a business email, the nature of the business, the month the fiscal year ends, and the home certificate. If the company already did business here, have the date it started.
Count the members
Everything about the fee depends on the count. Tennessee charges $50 for each member and will not go below $300 or above $3,000. An application with the wrong fee is on the state's list of common rejections.
Check the name
The Secretary of State rejects a name that is not distinguishable from another entity on file. If yours is not, you can file Form SS-9411 with the other holder's written consent for $20, adopt an assumed name on Form SS-4402 for $20, or reserve a different name.
Find the registered agent
The agent must agree to accept legal mail for the company and must work from a physical Tennessee street address; a post office box, route number or box number alone is rejected. Give the agent's county and email if the form asks.
Order the home certificate
Ask your home-state office for 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. Order the certificate when the other pieces are nearly ready.
The online route
Open TNCaB, the Secretary of State business filing portal. A first-time user creates an account. Choose the foreign LLC filing, enter the information the form asks for, upload the certificate of existence and pay by credit or debit card. The online system is open whether the filer is a corporation, a nonprofit corporation or a limited liability company formed elsewhere.
The paper and walk-in routes
Download Form SS-4233 from the Secretary of State forms page, complete it in full, and mail it with the certificate and the fee to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville, or take it to the Nashville counter. The instructions warn that forms that are inaccurate, incomplete or illegible will be rejected.
Fill in each item
The form numbers 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.
Sign with your capacity
The signer writes in what capacity they sign. An application without it is rejected.
Online and paper compared
The online route needs an account, takes the certificate as an upload and takes a card. The paper route needs the downloaded form, a printed certificate and a check or other payment the state accepts, and it adds the postage and the wait. The walk-in counter is in Nashville. Foreign limited partnerships and LLPs have no online route.
Fees on the way
Related filings carry their own fees: $20 to amend the certificate, $20 to change the agent or office, and $20 to withdraw when the company leaves Tennessee.
Common mistakes on SS-4233
Watch for a member count that does not match the fee, a name that is not distinguishable, a registered office given as a mailbox, a missing email address, a signer who does not state a capacity and a certificate older than two months.
A last check before you submit
Read the form back against the home certificate. Match the name, the formation date and the jurisdiction. Confirm the agent has agreed. Check the fee against the count. Then sign with your capacity.
Where DIY filings stall
The reasons are on the state's list: 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. Add the home certificate that is older than two months and the registered office given as a post office box.
If you already did business here
A company that operated before it registered owes the fine of 3 times the filing fee for each year or part of a year, and the application is not filed until it is paid. How many years your company counts depends on your facts, and a Tennessee business lawyer can work that out for you. When that date is settled, SS-4233 takes it and we file. The late fine page has the numbers.
After you file
The filed application comes back with the fee receipt, and that paper is your certificate of authority. Create an account in the annual report system and calendar the due date, which is the first day of the fourth month after fiscal year end (April 1 for a calendar year).
Setting up the online account
The online system is TNCaB, the Secretary of State business filing portal. A first-time filer creates an account before filing, and the same account is used later for the annual report. Use a business email that someone checks, because the state sends its reminders there.
The paper checklist
For a paper filing, gather the completed and signed form, the home certificate dated within 2 months, and the fee for your member count. Send them to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville.
Want us to do the paperwork?
To skip the forms, we count the members with you, write SS-4233, order the certificate to fit the window and file for $199. The state fee is billed on its own line.
Registering a foreign LLC in Tennessee yourself
Count the members
And work out the fee.
Check the name
Use consent or an assumed name if needed.
Pick the registered agent
With a physical Tennessee address.
Order the home certificate
Dated within 2 months.
File online, by mail or in person
Pay the fee for your count.
Save the returned application
It is your certificate.
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.
Questions from self-filers
Is online filing available for a Tennessee foreign LLC?
Yes. Foreign LLCs, corporations and nonprofits can file online.
What do I upload?
The home certificate of existence.
How do I pay?
Online by credit or debit card, or by mail with the fee.
Can I walk the form into the office?
Yes. The Secretary of State takes filings in person at its Nashville counter.
What if the fee is wrong?
A missing fee is a listed reason for rejection, and the fee follows the member count, so count the members first.
Do I need a lawyer?
No. This page walks through the whole filing without one.
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.
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
- Tennessee Secretary of State, foreign business entities can now file online
- Form SS-4241, application for certificate of withdrawal or cancellation, foreign entity
Doing business in Tennessee?
Order now and we prepare and file before another year of fine builds up.