Tennessee Foreign Registration › Corporations
Tennessee Form SS-4431 for foreign corporations
Tennessee takes a for-profit corporation formed elsewhere through Form SS-4431, the Application for Certificate of Authority For-Profit Corporation, which costs $600. It goes in with a certificate of existence from the home state official, filed with the application. We prepare it for $199.
The corporation filing at a glance
- Form
- Form SS-4431
- Title
- Application for Certificate of Authority For-Profit Corporation
- Fee
- $600
- Ways to file
- Online, by mail or in person
- Yearly
- Annual report, $20
- Amending
- Form SS-4435, $20
- Leaving
- Form SS-4241, $20
- Filed with
- Tennessee Secretary of State, Division of Business and Charitable Organizations
Who files it
A corporation formed in another state files Form SS-4431 before it transacts business in Tennessee. The same duty runs to foreign LLCs, and the Attorney General reads the corporation and LLC exception lists together. A nonprofit corporation uses Form SS-4432 at $600.
The fee
The filing fee is $600. A corporation does not pay by member, which is the LLC scale; for the LLC rate see the cost page.
How to file
Foreign filers, whether a corporation, a nonprofit corporation or a limited liability company, may file online or on paper. Online filers upload the home certificate and pay by card in TNCaB, the Secretary of State business filing portal. The paper address is Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville.
The home certificate
The corporation delivers a certificate of existence from the home state official, filed with the application. A certificate of existence certifies that an entity is active and in good standing. We check the age rule for a corporation certificate when we prepare your filing.
The registered office
A corporation needs a registered agent in Tennessee, at a physical Tennessee street address; a post office box, route number or box number alone is rejected. A registered agent is a person or company that agrees to accept legal mail on behalf of the entity. We can serve as the agent.
If the name is taken
A corporation whose name is not distinguishable from another on file has the same three choices an LLC has: the other holder's written consent on Form SS-9411 ($20), an assumed name on Form SS-4402 ($20), or a reservation ($20).
Why corporation filings come back
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.
After approval: the annual report
A corporation pays $20 for its annual report, and an extra $20 if the report changes the registered agent or office. An officer must be listed on the report of a for-profit corporation, and a report that is unsigned, undated or short of the fee is rejected.
Changing the certificate
A change that makes the application inaccurate calls for Form SS-4435, the application for an amended certificate, at $20. A new registered agent or office is Form SS-4534 at $20.
Keeping it in force
A business that misses its annual report or loses its registered agent can be administratively dissolved, and a revoked or dissolved entity applies for reinstatement on Form SS-9410 for $70 with a tax clearance.
Leaving
A corporation that stops doing business here files Form SS-4241 for $20, after a tax clearance. See the withdrawal page.
Corporations and the doing-business test
The corporation list in T.C.A. 48-25-101(b) is the counterpart of the LLC list, and the Attorney General reads them together. The same general test, casual and occasional against a substantial portion, applies to a corporation whose activity is off the list. The doing business page sets the LLC list out in full.
How the corporation fee compares with the LLC fee
A corporation pays $600 once, however many shareholders it has. An LLC pays $50 a member, from $300, which is less than the corporation fee for a company with up to 6 members.
Our work on this filing
Tell us about the corporation, its officers and its agent. We check the form fields when we prepare the filing, request the certificate and file. The state's fee is $600 and ours is $199.
Filing Form SS-4431 through us
Share corporate details
Name, home state, officers, principal office and agent.
Settle the name
Consent, assumed name or reservation if needed.
We request the certificate
From the home-state official.
Sign
An authorized officer.
We file
Form SS-4431 and $600.
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 corporations
What is the Tennessee fee for a foreign corporation?
$600 on Form SS-4431.
Does it file a yearly report?
Yes, for $20.
Is the fee by shareholder?
No. The member-based scale is for LLCs.
How does a corporation leave?
On Form SS-4241 for $20, after a tax clearance.
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
- Form SS-4241, application for certificate of withdrawal or cancellation, foreign entity
- Tennessee Attorney General opinion 18-28, certificates of authority
Doing business in Tennessee?
Order now and we prepare and file before another year of fine builds up.