Certificate of authority in Tennessee
Tennessee certificate of authority: LLCs, corporations, nonprofits and partnerships
An LLC pays from $300 by headcount and a corporation $600 flat. We prepare the matching filing.
For $600 a corporation, a nonprofit or a limited partnership can obtain Tennessee authority to transact business, while an LLC pays $50 per member, between $300 and $3,000. The price turns on what the company is. We prepare the filing for your entity type and submit it for $199.
Entity type and headcount settle nearly everything else: which form, which fee and what the yearly filing costs. Read the full guide for the order of work, the fees page for first-year totals, and the need-test page for the doing-business test.
Included
Built around your entity
An LLC, a corporation and a partnership each use a different filing, so we ask what you are before anything else.
Fee set by headcount
An LLC pays $50 per member, from $300 to $3,000; a corporation pays $600 regardless of size.
A short-lived certificate
An LLC's home certificate is ordered last, because its date must fall within 2 months of filing.
Agent for service
That role can be ours, or yours to fill with someone else.
A short intake
The company, its headcount, its agent and its signer.
Plain answers
A preparer who files these answers your questions.
What you get back
- Certificate of authorityThe application as the state filed it.
- Fee receiptSent with the filing.
- Agent recordWho serves: us, or your choice.
- Yearly filing noteWhat the annual report costs at your headcount.
- Every entity type covered
- Fee priced by headcount
- Tennessee agent available
How a Tennessee certificate of authority is obtained
Identify the entity type
It fixes the form and the fee.
Count the members
For an LLC the headcount prices the filing: $50 each, from $300.
Clear the name
If it is taken, obtain consent (Form SS-9411) or adopt an assumed name (Form SS-4402).
Pick the agent for service
Someone who works from a physical Tennessee street address; a post office box, route number or box number alone is rejected.
Request the home certificate
Dated within 2 months of filing.
File and pay
Online, by mail or at the Nashville counter.
Match your entity to its filing
| Your entity | Your filing | Tennessee fee | Each year |
|---|---|---|---|
| An LLC | Form SS-4233 (the LLC application) | $300 to $3,000 | $300 to $3,000 |
| A business corporation | Form SS-4431, certificate of authority for a for-profit corporation | $600 | $20 |
| A nonprofit corporation | Form SS-4432, certificate of authority for a nonprofit | $600 | Quoted when you order |
| A limited partnership | Paper registration for a foreign LP | $600 | Priced at order |
| A limited liability partnership | Paper notice of registration for a foreign LLP | Quoted when you order | Priced at order |
The LLC range starts at $300 for up to 6 members. The LLC page and the corporation page each go through one application.
The LLC filing in outline
Form SS-4233 is the LLC's form, at $50 per member within a $300 floor and a $3,000 ceiling. It runs to 18 items, goes in with a certificate dated inside the window, and closes with a signature plus the signer's stated role. The state endorses the application and sends it back; that returned paper is the certificate.
The corporation filing in outline
A for-profit corporation files Form SS-4431 for $600 with a home certificate of existence. Shareholder count does not move the fee. Afterward it pays $20 a year, and it leaves on Form SS-4241.
Nonprofits and partnerships
A nonprofit formed elsewhere files Form SS-4432 at $600. Foreign limited partnerships register for $600 and foreign LLPs file a notice of registration, both on paper. Ask us before you order one of these and we will confirm the filing and its yearly cost.
Who needs a certificate
Any foreign company that transacts business in Tennessee, in the Act's sense of the phrase.
How the test works
The Act sets out some activities that fall outside the duty, says the list is not exhaustive, and for all else the Attorney General asks whether the company's business in the state is merely casual or occasional, or some substantial portion of its ordinary business. Where your own activity lands is a question for a Tennessee business lawyer. The checklist page sets the statute out.
Waiting is expensive for an LLC
Trading in Tennessee before registering costs an LLC 3 times its filing fee for every year or part-year without a certificate, and the state holds the application until that amount is paid. That is $900 for a year at the minimum fee. The fine page works through examples.
Bigger LLCs pay more
Because the LLC fee tracks headcount, a larger company pays $350 at seven members, $500 at ten, and $3,000 once it reaches 60. A corporation never scales: its fee is $600 whatever its size.
The paper from home
A certificate from the home state travels with each application. An LLC supplies a certificate of existence, or a document of similar import, authenticated by the Secretary of State or other official who keeps the LLC records where the company was formed, dated no more than two months before the filing. A corporation supplies a certificate of existence from the home state official, filed with the application. Its price is set by the home state.
The agent for service
Whatever the entity, Tennessee expects every entity except a general partnership keeps a registered agent and office in Tennessee at all times, working from a physical Tennessee street address; a post office box, route number or box number alone is rejected. That role can be ours or whichever qualified person you name. The agent page covers the choices.
Staying in good standing
Each year an LLC files a report priced by headcount and a corporation files one at $20. Two months of lateness give the state a ground to start revocation. See the annual report page.
Leaving
Leaving takes Form SS-4241 for $20, preceded by a Revenue clearance. The withdrawal page has the steps.
The first year in numbers
Take an LLC of up to 6 members: $300 to file and $300 for its first yearly report make $600. A corporation in the same position spends $620. A ten-member LLC spends $1,000, since both of its bills sit at $500.
If the name is taken
Any name too much like one on file will be rejected. Three routes exist: the other holder's written consent, an assumed name good for 5 years, or a reserved name. In that order they cost $20, $20 and $20; since Tennessee recognizes no DBAs, the assumed name does that job.
What gets a filing sent back
The state names these causes: 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. The remedy for each is plain. Send the right fee, sign and date the form, print it legibly, enclose the certificate, add a working email address and clear the name first.
When a certificate is revoked
The state may begin revoking for a missed annual report, a gap in the agent for service, a bad name, a false document, a termination or merger at home, acting beyond authority or a dishonored payment, after a written determination and 2 months to correct. A revoked company can seek reinstatement for $70 or cancel for $100.
Changing the filing later
If the application proves inaccurate, or something it describes changes, the company files an amended certificate for $20. A new agent for service is $20.
Who this site is for
It serves companies formed in another state that plan to transact business in Tennessee: LLCs, corporations, nonprofits and partnerships. A company formed in Tennessee files formation papers, which this site does not cover.
Why the order matters
Headcount comes first because it prices the filing. The name comes next because a clash gets the filing rejected. The agent follows because the form needs an address. For an LLC the home certificate comes last because its date starts a two-month clock. Filing and payment then go together.
Online or on paper
The state accepts the filing online, by mail or in person. An online filer opens an account in TNCaB, the Secretary of State business filing portal, uploads the certificate and pays by card. Paper goes to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville. Partnerships use paper only.
Three first years
An LLC with six or fewer members that applies and files its first report pays $600 to the state. A corporation doing the same pays $620, and a nonprofit applies at $600 as well. A limited partnership pays $600 on paper. An LLC that traded for two calendar years before applying adds $1,800 in fines to its $300 application, $2,100 in all.
How we help
We handle writing the application, ordering the home certificate and sending it in at $199, with the state fee shown on its own line of your receipt. Owners preferring to go solo can read the do-it-yourself page.
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.
Pricing
Get your Tennessee certificate
$199
+ from $300 state filing fee
$300 is the LLC floor on a $50-a-member scale; other entity types pay their own state fee, shown on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- An application written for your entity type from your replies
- The home certificate, requested to land inside the window
- A Tennessee agent for service from us, or one you choose
- The endorsed application returned to you as your certificate
- Renewal: after the first year, the agent service renews at $149 a year
Questions about Tennessee certificates of authority
What does an LLC pay to the state?
$50 per member, from $300 to $3,000.
Can an LLC, corporation or nonprofit file online?
Yes.
We already traded in Tennessee. What now?
An LLC pays 3 times its fee per year or part-year, and the state files afterward.
Do partnerships file online?
No. They file on paper.
What does a corporation pay?
$600 flat, then $20 a year.
How old may an LLC's home certificate be?
The date may be as much as 2 months before the filing.
Do we need an agent in Tennessee?
Yes, and it needs a street address inside Tennessee.
What is the exit route?
Form SS-4241 at $20, once a Revenue clearance is in hand.
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 Secretary of State, business FAQs
- Form SS-4431, application for certificate of authority, foreign for-profit corporation
- Tennessee Revised Limited Liability Company Act, foreign LLC provisions (Public Chapter 286)
- Form SS-4233, application for certificate of authority, foreign limited liability company
- Form SS-4241, application for certificate of withdrawal or cancellation, foreign entity
- Tennessee Secretary of State, how do I file a foreign business in Tennessee
- Tennessee Attorney General opinion 18-28, certificates of authority
- Tennessee Secretary of State, foreign business entities can now file online
Ready for your Tennessee certificate?
Name the entity type and headcount; we write the matching application.