Tennessee Certificate of Authority / Do it yourself
Getting a Tennessee certificate of authority on your own
An owner can handle this without help. The state takes the application online, by mail or in person, bills an LLC from $300 by headcount and a corporation $600, and returns the endorsed application as the certificate. Below: the work in order, and where self-filers stumble.
Match the filing to the entity
The LLC form is Form SS-4233, the for-profit corporation form is Form SS-4431 and the nonprofit form is Form SS-4432; limited partnerships and LLPs are paper-only.
Assemble your facts
Gather the name exactly as the home records spell it, where and when the company was formed, its principal office, the Tennessee agent with a street address, the member count, an email, a line describing the business, the fiscal year-end month and the home certificate.
Fix the headcount
For an LLC, $50 per head sets the fee, bounded by $300 and $3,000. Write the figure on the form when it exceeds 6.
Test the name
A name too close to one on the state's records is a listed cause of rejection. The remedies are consent on Form SS-9411, an assumed name on Form SS-4402 or a reservation.
Confirm the agent
Your agent must consent to accept legal mail and must operate from a physical Tennessee street address; a post office box, route number or box number alone is rejected.
Request the home certificate
Ask the home-state office for 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 for an LLC, or a certificate of existence from the home state official, filed with the application for a corporation. An LLC's window is 2 months. Delaware's good standing certificate is $50; Wyoming's is $0.
Filing online
The online system is TNCaB, the Secretary of State business filing portal. A new filer creates an account, picks the foreign filing, answers the questions, uploads the certificate and pays by card. Use a business email someone reads, since the state sends reminders there.
Filing on paper or at the counter
Download the form from the state's forms page, fill in every item, then mail it with the certificate and fee to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville, or hand the same papers in at the Nashville counter. The instructions warn against inaccurate, incomplete or illegible forms.
Comparing the three routes
| Route | What it needs | Who it suits |
|---|---|---|
| Online | Create an account, upload the certificate, pay by card | LLCs, corporations and nonprofits |
| Send the finished form with the certificate and payment | Any entity, partnerships included | |
| In person | Carry identical papers to the Nashville office | Owners living nearby |
Both kinds of partnership use paper only.
The signature line
The signer states the capacity in which they act or the application is rejected.
The rejection list, item by item
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. Fixes are simple: send the fee for your headcount, sign and date legibly, enclose the certificate, add a working email, clear the name beforehand.
If the company already trades here
An LLC that did business before registering must pay 3 times the filing fee for each year or part of a year, before the state files. A Tennessee business lawyer can work out how many years your company counts, and the start date then goes on the form when we file. The fine page has the arithmetic.
After you file
Keep the endorsed application and the receipt together, record the control number, and note the date the yearly filing falls due.
Setting up the account
TNCaB, the Secretary of State business filing portal, wants an account before your first filing, and that account later serves the yearly report.
If the state sends it back
Read the stated reason, correct it and file again. The fee, signature, date, email and name are the listed causes.
Checking your work
Before paying, compare the form with the home certificate line by line: name, formation date, jurisdiction, agent. Check the fee against your headcount, then sign and state your role.
A note on partnerships
Limited partnerships and LLPs cannot file online. They file on paper, and we prepare those filings too. Ask us before ordering.
Records worth keeping
Keep the endorsed application, the fee receipt, the home certificate you used, the agent's consent and the control number.
Mistakes to avoid
Do not file before the headcount is settled, do not assume an old certificate still counts, and do not leave the agent unconfirmed. Each leads to rejection or to a later filing.
Charges that can follow
After filing, three small charges can follow: $20 if the certificate needs amending, $20 for a new agent or office, and $20 on the way out.
The cost of starting before you file
An LLC at the minimum fee that has traded for two calendar years pays $1,800 in fines before the state files, then $300 for the application, $2,100 together.
Name routes and what they cost
A clashing name can be handled by written consent at $20, an assumed name at $20 that lasts 5 years, a reservation at $20 or a registered name at $20.
What the state sends back
What comes back is the original application, endorsed with its filing date and sent with the fee receipt. That paper is the certificate, and it takes effect from the date endorsed on it.
Entities that file on paper
Foreign limited partnerships and foreign limited liability partnerships have no online route, so they file on paper. A foreign limited partnership pays $600.
When doing it alone makes sense
Going online fits owners with a clean name, an agent and a certificate ready, and it costs only your time and the state fee. With an unclear name or an unusual entity, we handle the checking and the filing; ours charges $199.
A self-filed Tennessee certificate, step by step
Pick the right form
LLC, corporation, nonprofit or partnership.
Count the members
The fee follows from that figure.
Test the name
Seek consent or an assumed name where required.
Line up the agent
Someone reachable on a Tennessee street.
Request the home certificate
Dated inside the window.
File
Online, by mail or in person, with the right fee.
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.
Self-filing questions
Can I file online?
Yes, as an LLC, a corporation or a nonprofit.
Is a preparer mandatory?
No.
Can I walk the form in?
Yes. The Secretary of State takes filings at its Nashville counter.
Do I need a Tennessee address?
Only for the agent. The company itself can be based anywhere.
Who receives the endorsed application?
The person who filed it.
Can I mail it?
Yes, to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville.
Does the signer matter?
The signer states a capacity, or the filing is rejected.
What do I upload online?
The home-state certificate of existence.
How do I know my headcount?
Count the members on the day you file; for more than six, write the number on the form.
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
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
- Tennessee Secretary of State, how do I file a foreign business in Tennessee
- Delaware Division of Corporations fee schedule (PDF)
- Wyoming Secretary of State, Business Division fee schedule
- Tennessee Secretary of State, foreign business entities can now file online
- Form SS-4241, application for certificate of withdrawal or cancellation, foreign entity
Ready for your Tennessee certificate?
Name the entity type and headcount; we write the matching application.