Tennessee Foreign Registration › Leaving Tennessee

Withdrawing a foreign LLC from Tennessee

To end its Tennessee authority a foreign LLC files Form SS-4241, the Application for Certificate of Withdrawal or Cancellation (Foreign Entity), for $20, once it has a tax clearance from the Department of Revenue. A foreign corporation leaves on the same form. We prepare it for $199.

The withdrawal at a glance

Form: Form SS-4241
Title: Application for Certificate of Withdrawal or Cancellation (Foreign Entity)
Fee: $20
Needs first: A tax clearance
After revocation: Form SS-4254, $100
Reinstatement: Form SS-9410, $70

What the cancellation says

The Act has the LLC set out 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.

The tax clearance

Tennessee requires a tax clearance from the Department of Revenue to terminate, cancel or withdraw an entity, and the same clearance is needed to reinstate a revoked certificate. The clearance comes first; the filing follows. A filing that arrives without the clearance can be rejected.

After the filing

After cancellation, service of process on the Secretary of State, or on the registered agent the LLC chose to keep, counts as service on the LLC. Claims arising while the company was authorized can still be served that way.

Keeping or revoking the agent

The cancellation says whether the LLC keeps its registered agent or revokes the agent and has the Secretary of State accept process for claims from its authorized period. Either way the LLC supplies a mailing address for that process and promises to report changes to it.

Cancellation versus revocation

Cancelling is the company's decision. Revocation belongs to the state: a written determination comes first, the company gets 2 months to correct each ground, and only then does the authority end. A revoked LLC that wants to leave does not have to be reinstated first; it can cancel on Form SS-4254 for $100.

If the company wants back in

A company that lost its certificate can seek reinstatement on Form SS-9410 ($70) with a tax clearance. If the state denies reinstatement, the company can appeal to the Davidson County chancery court within 30 days of the written reasons.

The ways a foreign LLC stops being authorized

Route	Who starts it	Form and fee
Withdrawal or cancellation	The company	Form SS-4241, $20
Administrative revocation	The Secretary of State	Reinstatement on Form SS-9410, $70
Cancellation after revocation	The company	Form SS-4254, $100

Cancelling on your own schedule costs the least, which is a reason not to let a revocation happen first.

A timeline for an orderly exit

First, stop the business in Tennessee. Second, get the tax clearance from the Department of Revenue. Third, file Form SS-4241 with the fee. Fourth, keep an eye on the mailing address given for process, since claims that arose while the company was authorized can still be served.

What cancelling does not erase

Cancelling ends the authority. It does not stop a claimant from serving the Secretary of State or the continued agent.

The totals

An LLC at the minimum fee that applies and later withdraws has paid $320 to the state; a corporation has paid $620. Each total leaves out the annual reports in between.

Before you file

Keep the annual report and the registered agent in order until the withdrawal takes effect, because a missed report or a gap in the agent can start revocation in the meantime.

Our work on the withdrawal

You give us the company's exact name and its Tennessee control number. We prepare the filing around your tax clearance and submit it. Our fee is $199.

Withdrawing through us

Get the tax clearance
From the Department of Revenue.
Supply the exact name
Spelled as on the Tennessee record.
Choose the agent route
Keep the agent or appoint the Secretary of State.
We file
Form SS-4241 and $20.

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.

Withdrawal questions

What does withdrawal cost?

$20.

Is a tax clearance required?

Yes, to terminate, cancel or withdraw.

Does the same form work for a corporation?

Yes. A foreign corporation leaves on the same form.

Who accepts papers after we leave?

The registered agent the company chose to keep, or the Secretary of State if the agent was revoked.

Can the company file for withdrawal while behind on its report?

A missed report can start revocation, so file the report first and keep the record clean until the exit.

What does reinstatement cost?

$70 on Form SS-9410, with a tax clearance.

Can a revoked LLC withdraw?

Yes, on Form SS-4254 for $100, without reinstatement.

Withdraw from Tennessee

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.