Tennessee Foreign Registration › Registration guide

The Tennessee foreign LLC registration guide

Tennessee authorizes a foreign LLC to transact business once the Secretary of State files SS-4233, the Application for Certificate of Authority, Foreign Limited Liability Company, delivered with a home certificate dated within 2 months and a fee that starts at $300. This guide runs in the order of the work: whether to register, the name, the members, the agent, the certificate, the form, the fee, the filing, the report and the exit.

What foreign means in Tennessee

Tennessee treats an LLC formed under any other state's law as foreign. That law keeps deciding how the company is formed and run inside and what its members and representatives answer for, whether or not the company registers here, and a difference from Tennessee law is no reason to deny the certificate.

Step one: decide whether the filing applies

A foreign LLC has to obtain its certificate before carrying on any business in Tennessee. The Attorney General has described the test as whether the company's business in the state is merely casual or occasional, or some substantial portion of its ordinary business. The doing business page lists what the Act excludes. A Tennessee business lawyer can say whether your own activity counts.

Step two: count the members and price the fee

Tennessee charges $50 for each member, with $300 as the minimum and $3,000 as the maximum. Count the members on the filing day, because that count prices the application and, when there are more than 6, goes on the form.

Step three: settle the name

If the name you use at home is not distinguishable from another entity's on the Secretary of State records, the filing is rejected for that reason. There are four ways through: an indistinguishable-name consent (Form SS-9411, $20), an assumed name (Form SS-4402, $20), a name reservation ($20) or a registered name ($20). Tennessee does not recognize DBAs or fictitious names, so the assumed name is the route, and it lasts 5 years before renewal.

Step four: name the registered agent

Every entity except a general partnership keeps a registered agent in Tennessee at all times. The registered office address has to be a physical Tennessee street address; a post office box, route number or box number alone is rejected. We are available as agent, or you can appoint someone else. The registered agent page has the rules on changing and resigning.

Step five: order the home certificate

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. Because the window is two months, ask for it when the other papers are nearly signed. Online filers upload it in the state's portal.

Step six: fill in the form

By statute the application must give the name of the foreign LLC; the jurisdiction under whose law it was formed and the date it was formed; the street address of its registered office in Tennessee and the name of its registered agent there; the street address of its principal executive office; the obligated-member information where that rule applies; and the number of members when there are more than six. SS-4233 spreads that over 18 items. The Form SS-4233 page takes them in order.

Step seven: sign it with a stated capacity

The person who signs must say in what capacity, since an application without the signer's capacity is rejected. All of the information on the form becomes public record.

Step eight: pay and file

The application can go online, by mail or in person. The fee is the member-based amount, and a filing without the right fee is among the reasons the state rejects filings. Mail goes to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville.

Step nine: what the state returns

The Secretary of State endorses the application as filed, notes the date and time, keeps the original and returns a copy of the filing with the fee receipt. That returned document is your certificate of authority, effective from its filing date.

Step ten: the annual report

The report is due on the first day of the fourth month after fiscal year end (April 1 for a calendar year). Its fee runs from $300 to $3,000, rising $50 for each member over 6, and the state adds $20 when the report also swaps the agent or office.

If the company registered late

A company that did business before filing owes a fine of 3 times the filing fee for each year or part of a year, and the application is not filed until that fine is paid. The late fine page works through the numbers.

Keeping the certificate in force

The Secretary of State may revoke the certificate for an annual report not delivered within two months after it is due; no registered agent or registered office in Tennessee for two months or more; no notice within two months that the agent or office changed, resigned or was discontinued; a name in a filed document that fails the naming section; a document signed with knowledge that it was false in a material respect; a home-state certificate of termination or merger; acting beyond the authority the Act confers; and a payment that is dishonored. Before it does, it serves a written determination and the company has 2 months to correct each ground.

Changing something later

If the application proves to have been wrong when filed, or something it describes later changes, the LLC promptly files an amended certificate of authority, Form SS-4231, for $20. A new registered agent or office is Form SS-4534, $20.

Leaving

Form SS-4241, the Application for Certificate of Withdrawal or Cancellation (Foreign Entity), costs $20 and needs a tax clearance from the Department of Revenue first. It states the company's current name and any name used in Tennessee; its home jurisdiction; that it is not transacting business here and surrenders its authority; that it either keeps its registered agent or revokes the agent and appoints the Secretary of State to accept process for claims that arose while it was authorized; a mailing address for that process; and a promise to report future changes of the address. See the withdrawal page.

Walk-through: a Georgia LLC opening in Nashville

A Georgia LLC with four members opens a Nashville office. Its owners count four members, so the fee is the $300 minimum. They name a Nashville resident as agent, with a street address, order a Georgia certificate of existence timed to the filing and file SS-4233. At the end of the first year the report adds $300, which brings the state total to $600.

Walk-through: a ten-member Delaware LLC

A Delaware LLC with ten members files in Tennessee. The application costs $500, the first report $500 again, and Delaware's own tax $400, with a $50 Delaware certificate to attach.

Choosing online or paper

The online system takes the application, the uploaded certificate and a card payment. Paper goes to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville, and the counter in Nashville takes walk-ins. Foreign limited partnerships and limited liability partnerships can only file on paper.

Planning the calendar

Count the members and clear the name before anything else is ordered. Then name the agent and order the home certificate, which has to be dated within 2 months of the filing. Sign, then file. The returned application is the certificate. Calendar the annual report date at once.

Small points on the form

Item seven asks for the date business in Tennessee started, when that was before the company qualified. The business email address is required, since a missing one is a listed rejection reason. The signer states the capacity. And the member count goes on the form when there are more than 6.

After the first year

Keep three things current: the yearly report, the registered agent (a statement of change whenever it moves) and the certificate itself (an amended one if the company's own details change).

The exit and the tax clearance

Leaving needs a tax clearance from the Department of Revenue before Form SS-4241 is filed, so allow time for it.

The three ways to file

Route	What it needs	Good for
Online	An account, the certificate as an upload, a card	Foreign LLCs, corporations and nonprofits
Mail	The completed form, the certificate and the fee	Any entity, including partnerships
In person	The same papers, taken to Nashville	Anyone near the counter

Foreign limited partnerships and limited liability partnerships can only file on paper.

How the fee and the fine relate

The fine is a multiple of the filing fee, so a bigger LLC pays more for each year of delay. With the minimum fee as the base, the fine comes to $900 for each year; at seven members, where the fee is $350, it is $1,050. Registering before business begins avoids it entirely.

Reading the form items together

The 18 items fall into four groups: the name and its variants, the company's own details such as formation, fiscal year and management, the contact details including the email, and the registered agent with the signature. A mistake in any group is a reason for the state to reject the filing.

Documents and facts to gather

The exact company name, formation details (place and date), the principal office, the registered agent with a Tennessee address, the member count, how the company is managed, a business email, the nature of the business, the month its fiscal year ends, and the home certificate. A company that was already trading here before applying should also have the date that began.

The business email matters

The form asks for a business email address, and the state sends all of its reminders there. A filing without an email address is on the state's list of common rejections.

What the state rejects

The Secretary of State lists these as reasons a filing is rejected: 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 check each before filing.

Costs, itemized

Item	Amount	Remark
Application	from $300	$50 a member, to $3,000
Home certificate	Charged by the home state	Dated within 2 months
Annual report	from $300	Yearly, by member count
Change of agent or office	$20	When it happens
Amended certificate	$20	When it happens
Withdrawal or cancellation	$20	After tax clearance

Typical totals are on the cost page.

Getting a foreign LLC authorized in Tennessee

Decide whether it applies
Compare your Tennessee activity with the Act's list.
Count the members
The count sets the fee.
Settle the name
Consent, assumed name or reservation if needed.
Name the registered agent
At a physical Tennessee address.
Order the home certificate
Dated within 2 months.
Complete and sign SS-4233
The signer writes in their capacity.
File and pay
$50 a member, from $300.

Registration questions

How long does registration take?

The state returns the filed application once it has the correct fee and papers. We do not promise a date.

Do we need a Tennessee office?

You need a registered agent at a physical Tennessee address. The company's main office may be anywhere.

Can the LLC use a name that is taken in Tennessee?

Only with the other holder's consent or under an assumed name.

Does the certificate renew?

It stays in force while the annual report, the agent and the fees are kept up.

Do we have to pay a fine to register?

Only if the company did business here first. Then the fine is 3 times the filing fee for each year or part of a year.

Where is the filed application sent?

It is returned to the person who filed it, with the fee receipt.

Can we pick a later effective date?

The certificate is effective from the date the application is filed, as the state endorses it.

Who signs for the LLC?

A signer who states their capacity on the form.

Do we need a certificate from every state we operate in?

Each state has its own rule. This guide covers Tennessee only.

Is the filing public?

Yes. All of the information on SS-4233 is public record.

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.