Tennessee Foreign LLC Registration

Tennessee foreign LLC registration (also known as foreign qualification) allows a limited liability company located outside of Tennessee to do business in Tennessee. You’ll need to appoint a registered agent, submit an Application for Certificate of Authority to the Tennessee Secretary of State (SOS), and pay the associated filing fee.

Congratulations on making the decision to expand your business to new terrain!
As your registered agent, we can register your foreign Tennessee LLC swiftly and seamlessly.

How to Register a Foreign LLC in Tennessee

To register a foreign LLC in Tennessee, you’re going to need to appoint a Tennessee registered agent, obtain a Certificate of Good Standing from the state in which your LLC was initially formed, complete an Application for Certificate of Authority, and submit your documents to the Tennessee Secretary of State, Corporations Division along with the associated filing fees ($300 minimum; $3,000 maximum).

We know it can seem daunting. That’s why our free guide breaks it down step by step:

1. Designate a Tennessee Registered Agent
2. Get a Certificate of Good Standing
3. File Tennessee Application for Certificate of Authority
4. Additional Tennessee Foreign Qualification Requirements

Ready to register your foreign LLC in Tennessee? Let’s get started.

Designate a Tennessee Registered Agent

All out-of-state LLCs operating in Tennessee must designate a registered agent in the state of Tennessee. According to Tennessee law (T.C.A. § 48-15-101), a Tennessee registered agent must maintain a street address in Tennessee and be available during business hours to receive service of process on your behalf. Your registered agent could be anyone over the age of 18 residing in the state of Tennessee, be it a service like ours, an attorney, or simply someone you know and trust.

What is Considered “Doing Business” in Tennessee?

Tennessee offers a fairly broad definition of “doing business” under T.C.A. Sec. 67-4-2004(14): “any activity purposefully engaged in within Tennessee by a person with the object of gain, benefit, or advantage.” The statute does offer a few examples of what constitutes doing business in the state, including opening an office, hiring an employee, selling products or services, or owning or leasing property in Tennessee.

It’s also instructive to note that Tennessee law lists what does not constitute doing business in the state. Some examples of what does not constitute doing business in Tennessee include selling through an independent contractor, opening a bank account, or defending a lawsuit in the state.

Why Hire a Tennessee Registered Agent Service?

Choosing to hire a Tennessee registered agent service will be cheaper than hiring a pricey attorney and more reliable than asking your cousin James in Memphis to serve as your registered agent. Our professional registered agent service is located right here in Knoxville, and we make sure your documents are scanned and uploaded to your secure online account the day we receive them.

Plus, we make sure to list our registered office address on your public filings, including your Certificate of Authority, to help keep your personal address private.

Get a Certificate of Good Standing

To foreign qualify your LLC in Tennessee, you’ll need to get a Certificate of Good Standing from the state in which your LLC was originally formed. Also known as a “Certificate of Existence” in some jurisdictions, a Certificate of Good Standing certifies that your LLC is in compliance with its home state. This typically means your company has filed all of the required paperwork and paid any outstanding fees in your LLC’s home state.

How Can I Get a Certificate of Good Standing?

Most states make it easy to secure a Certificate of Good Standing online through the Secretary of State’s website for a small fee. If you hire us to to complete your Tennessee out-of-state registration, we’ll locate the correct documentation from the home state of your LLC registration that we’ll need to properly register your company with the Tennessee SOS.

When Should I Get a Certificate of Good Standing?

You should request a Certificate of Good Standing before you start filling out your Application for Certificate of Authority, especially if you are doing paper filing and might need to wait a few days to get your copy. You can work on your Certificate of Authority while waiting on your Certificate of Good standing—that way, when it’s time to submit everything, you’ll have everything ready.

How Long is a Certificate of Good Standing Valid?

The Tennessee Secretary of State will not accept a Certificate of Good Standing that is older than 60 days.

File Your Tennessee Application for Certificate of Authority

To officially register a foreign LLC in the state of Tennessee, you must fill out and submit a Tennessee Application for Certificate of Authority. You should by now have a registered agent and a Certificate of Good Standing on the way, so this part is just filling out some basic information about your company:

• Foreign LLC’s legal name
• Tennessee business name (if your LLC’s original legal name isn’t available)
• Jurisdiction of LLC formation (where was your company originally formed?)
• Date of formation (when was your company originally formed?)
• Date your company began doing business in Tennessee
• Additional company designations (for example, “bank” or “insurance company” if applicable)
• Name and address of registered agent and office
• Fiscal year close month
• Effective date and time of the Certificate of Authority (if not to be effective upon filing, you can postpone the effective time and date by 90 days)
• LLC management structure
• Period of duration (most LLC owners opt for “perpetual”)
• Principal address & email
• Signature from a person authorized by the LLC to sign (could be a member, manager, or someone unaffiliated with the LLC)

That’s everything you’ll need to fill out! Conveniently enough, the Tennessee SOS includes detailed explanations for each of these items on pages 1-4 of the Tennessee Application for Certificate of Authority (Form SS-4233).

Important Tennessee LLC Naming Requirements

Your LLC might already have met the naming requirements in its home state, but part of business expansion to new states is making sure you meet Tennessee LLC naming requirements. Here’s what to look for:

• Your company name must include an identifier for the business type (for example, “LLC” or “L.L.C.”)
• Your company must not contain language that suggests an affiliation with certain other organizations unless there is a record of that affiliation with the Secretary of State’s office (namely, “fraternal, veterans’, service, religious, charitable, or professional” organizations)
• Your company name should not imply that it is a government agency (for example, the FBI or DEA)
• Your company name must be distinguishable from all other Tennessee business entity names. You can review the Secretary of State’s records by performing a Tennessee Business name search

Remember that just because your LLC name was available in your home state does not mean it is available in Tennessee, in which case you might want to consider a DBA name for your business. If your LLC name is available but you’re not quite at the point of expanding your business, you can reserve your Tennessee business name up to 120 days ($20 filing fee).

How Much Does it Cost to File the Tennessee Application for Certificate of Authority?

The short answer is that the cost to file a Tennessee Application for Certificate of Authority for your LLC will be a minimum of $300 and a maximum of $3,000. This is because Tennessee assess fees a little differently: you’re charged $50 for each existing member at the time of filing.

That means if you have 6 or less members, the filing fee will be $300 since that is the minimum. But once you hit 7 members or more, you’re paying an additional $50 per member until you hit the maximum fee of $3,000. So, if start your LLC with 7 members, your filing fee will be $350. 10 members? The fee goes up to $500 now.

Where Do I Submit the Tennessee Application for Certificate of Authority?

You can access a copy of the Application for Certificate of Authority through the Tennessee Secretary of State online portal. You can also access a PDF of the application from the Tennessee SOS Business Forms & Fees page (Form SS-4233). Foreign companies cannot submit forms online, but you can fill out the form, print it out, and submit it by mail or in person. Make checks payable to the “Tennessee Secretary of State” and submit everything to:

Secretary of State
6th Floor – Snodgrass Tower
Attn: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243

There is also the option to pay in cash if you are able to show up in person and submit your filing as a walk-in.

How Long Does it Take to Process My Application for Certificate of Authority?

It can take up to 10 business days for the Tennessee SOS to approve your mail application. If you can file in person, the processing can be completed immediately.

Additional Tennessee Foreign Qualification Requirements

There are a couple of other important requirements to consider as you undertake your foreign qualification process: (1) registering for Tennessee’s Franchise & Excess Tax and (2) filing your annual reports.

Register for Franchise & Excess Tax in Tennessee Tax

Doing business in Tennessee requires Tennessee Franchise & Excess tax registration. You will need to obtain a Certification of Registration for payment of the Franchise & Excise tax if you do business in Tennessee.

Annual Reports for Foreign LLCs in Tennessee

All LLCs operating in Tennessee are required to file a Tennessee LLC Annual Report. This includes both domestic and foreign LLCs. Your annual report is due April 1st or on the first day of the 4th month after the close of your company’s fiscal year. Much like the fee structure for initially forming your foreign LLC, the annual report fee for LLCs is $300 minimum up to a maximum of $3000, with the overall cost determined by the number of LLC members.