Tennessee Foreign Registration › Registered agent
What Tennessee requires of a foreign LLC's registered agent
Tennessee requires a foreign LLC to maintain, at all times, a registered agent working from a physical Tennessee street address; replacing an agent costs $20 on Form SS-4534. We are available as agent, and any qualified person you name works too.
The rule
Under Tennessee's rule, every entity except a general partnership keeps a registered agent and office in Tennessee at all times. In plain terms, an agent is a person or company that agrees to accept legal mail on behalf of the entity.
The address
The registered office is a physical Tennessee street address; a post office box, route number or box number alone is rejected. The state lists a bad registered office address among the reasons it rejects a filing.
Agent filings and their fees
| Event | Form | Fee |
|---|---|---|
| Agent or office changes | Form SS-4534 | $20 |
| The agent steps down | Form SS-4420 | $20 |
| Annual report that changes the agent or office | With the report | $20 extra |
The form for a change can be filed by the entity or by the agent.
Changing the agent
Use Form SS-4534 when the company replaces its agent or moves its registered office. The company has two months to report a change, and an LLC that lets two months pass without reporting one gives the state a ground to begin revocation.
When the agent resigns
The agent files Form SS-4420 for $20. The LLC then needs a new agent. Going two months or longer with no registered agent or office lets the state start revocation.
After revocation or withdrawal
When an LLC cancels its certificate, it either continues its registered agent or revokes the agent and appoints the Secretary of State to accept process for claims that arose while it was authorized.
Administrative dissolution
Being without a registered agent also appears on the state's list of reasons for administrative dissolution.
Choosing between yourself and a provider
A company can name an individual or an entity as its agent, so long as that person or business agrees to serve and works from a Tennessee street address.
How a change is made
The company or the agent files Form SS-4534 for $20. A change made through the annual report adds $20 to the report fee. The Secretary of State also takes a change of business address online, but a change of registered agent or principal address needs the filing and its fee.
What follows a lapse
The state may begin revoking when a company has gone two months with no agent or office, or two months without reporting a change in either. Before revoking, the state serves a written determination and waits two months for the company to correct.
The agent and withdrawal
A company that withdraws decides whether to keep its agent or to revoke the agent and name the Secretary of State to accept process for claims from its authorized period.
Registered agent and the annual report
A change of agent can be made in the annual report, with an added $20, or on its own form for $20. Either way the state should hear of it within two months.
How revocation proceeds
The Secretary of State serves a written determination (first class mail is enough), gives two months to correct each ground or show it does not exist, and only then signs a certificate of revocation whose effective date ends the authority. An entity that wants back in applies on Form SS-9410 for $70, with a tax clearance.
Your order
Choose us and our Tennessee address goes on the application; choose someone else and we enter their details exactly. Checkout shows which you picked.
Registered agent questions
Can the agent use a post office box?
No. The address must be a physical Tennessee street address.
What is the fee for a change of agent?
$20.
What if the agent resigns?
The LLC must appoint a replacement quickly, since a two-month gap can lead to revocation.
Does the entity or the agent file the change?
Either can file the statement of change.
Can we name the Secretary of State as agent?
Only when cancelling the certificate, to accept process for claims from the authorized period.
Is a registered agent the same as a business address?
No. The agent also accepts legal mail for the company.
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.