Tennessee Foreign Registration › Late fine
The fine for registering a foreign LLC late in Tennessee
A foreign LLC found transacting business before it holds a certificate of authority is fined 3 times the filing fee for each year or part of a year, $900 a year at the $300 minimum. The application stays unfiled until the fine is paid, and meanwhile the company cannot bring a case in a Tennessee court.
How the fine adds up at the minimum fee
| Time without a certificate | Fine | Fine plus the application |
|---|---|---|
| One year or part of a year | $900 | $900 + $300 |
| Two years or parts | $1,800 | $2,100 |
| Three years or parts | $2,700 | $2,700 + $300 |
With seven members the fee is $350 and the fine $1,050 a year, since the fine tracks the fee that would have been due.
What the statute says
Section 48-249-913(d) provides that a foreign LLC transacting business without first obtaining a certificate of authority "shall be fined and shall pay to the secretary of state" three times the otherwise required filing fee for each year or part of a year in which it lacked the certificate.
Paying before filing
Subsection (e) makes the fine a condition of the filing. The Secretary of State will not file the application of an LLC that has transacted business without a certificate until every amount due under subsection (d) is paid.
The other consequences
| Effect | What the Act says |
|---|---|
| No lawsuits | No proceeding can be started in a Tennessee court until the LLC holds a certificate |
| Successors | A successor and a transferee of a cause of action are barred the same way |
| Stay | A court may put the LLC's case on hold while it works out whether a certificate was required |
| Contracts | Agreements and acts are untouched; the counterparty's right to sue is unaffected, and the LLC may defend a suit |
| Owners | A member or representative owes nothing extra for the LLC's debts merely because it lacked a certificate |
| Injunction | The attorney general may sue in chancery court to stop the LLC doing business |
How many years count
The fine counts each year or part of a year. A Tennessee business lawyer can work out when business began and so how many years your company counts. The form asks for the date, and when it is settled we enter it and file.
The cost of waiting
A company that registers before it starts pays the application and nothing else. One that registers a year late pays the fine as well, and a second late year doubles it. Because the fine is a multiple of the fee, a larger LLC pays more for each year of delay.
The courthouse door
Without a certificate the LLC is unable to start a case. A Tennessee customer who stops paying cannot be sued by the unregistered company until it registers, though the contract stands and the debt remains. The company can defend itself if sued, and its owners owe nothing for its debts merely because of the missing certificate.
The attorney general
The attorney general and reporter can file in the Davidson County chancery court, or in the county where the LLC transacts or transacted business, to enjoin the LLC if it failed to obtain or keep a certificate or obtained one on false or misleading representations. The court can award the state's attorney fees and expenses if it grants the injunction.
Ending it
File the application. The Form SS-4233 page shows how, and the registration guide covers the steps. Once the fine is paid and the application is filed, the certificate is effective from the filing date.
A different problem: a certificate you lost
A company that held a certificate and lost it for a missed annual report or a gap in its agent faces revocation, not the fine. The state gives 2 months to correct, and reinstatement is Form SS-9410 for $70.
Fine questions
How big is the fine?
3 times the filing fee for each year or part of a year, or $900 a year at the minimum.
Does the fine depend on the member count?
Yes. It is a multiple of the filing fee, which rises with members.
Can we file before paying the fine?
No. The state files the application only after the fine is paid.
Does a missing certificate void our contracts?
No, they stand.
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
Doing business in Tennessee?
Order now and we prepare and file before another year of fine builds up.