Getting a Tennessee certificate of authority, start to finish

Tennessee bars a foreign LLC or corporation from transacting business until it holds a certificate. An LLC reads T.C.A. 48-249-902 and a corporation reads 48-25-101(b). The first excludes 11 listed activities, among others, and the Attorney General treats everything off the list under the test of whether the company's business in the state is merely casual or occasional, or some substantial portion of its ordinary business. Your own facts are a matter for a Tennessee business lawyer.

An LLC counts its members on the day it files. That figure prices the filing at $50 each, bounded by $300 and $3,000, and is written on the form when it passes 6. Corporations skip this step because their fee is flat.

Under Tennessee's rule, every entity except a general partnership keeps a registered agent and office in Tennessee at all times. Its address must be a physical Tennessee street address; a post office box, route number or box number alone is rejected. Say so on the order if you want our firm in that role. Changes and resignations are explained on the agent page.

An entity formed elsewhere does not transact business in Tennessee merely because it serves as a member or manager of an LLC, whether that LLC is domestic or foreign.

An LLC at the minimum fee that trades for two calendar years before filing owes $1,800 in fines, then the $300 application: $2,100 in all.

By statute an LLC application states the name of the foreign LLC; the jurisdiction under whose law it was formed and the date it was formed; the street address of its registered office in Tennessee and the name of its registered agent there; the street address of its principal executive office; the obligated-member information where that rule applies; and the number of members when there are more than six. The state's form spreads that across 18 items. Whoever signs must write down the capacity in which they act.

Stamped as filed with its date and time, the application is kept by the state, and an endorsed copy comes back with the fee receipt. That copy is the certificate.

To change the agent or office, file Form SS-4534 at $20, or fold it into the annual report for an added $20. Two months is the allowance before an unreported change lets the state begin revocation.

Withdrawal is Form SS-4241 at $20, once a tax clearance from the Department of Revenue is in hand. See withdrawing.

Ten Delaware members mean a $500 Tennessee filing and a second $500 for the first report, plus Delaware's $400 tax and a $50 certificate.

Starting business in Tennessee before filing costs an LLC 3 times its fee for every year or part-year, and the application waits until that is paid. Details are on the fine page.

Consent lets the company keep its own name and costs $20, but the other holder has to agree in writing. An assumed name costs $20, needs no one's permission and lasts 5 years before renewal. A reservation, at $20, holds a name while the rest is gathered.

Tennessee reads a certificate of existence as evidence that the entity is active and in good standing. For the Tennessee filing it must come from the official who keeps the records where the company was formed, and the date on it must fall inside 2 months before the filing.

Have the form signed, the certificate in hand and the fee worked out from the headcount. Upload the certificate, pay and submit. Mail and counter filings carry the same papers.

The state may begin revoking for one of 8 reasons: an annual report not delivered within two months after it is due; no registered agent or registered office in Tennessee for two months or more; no notice within two months that the agent or office changed, resigned or was discontinued; a name in a filed document that fails the naming section; a document signed with knowledge that it was false in a material respect; a home-state certificate of termination or merger; acting beyond the authority the Act confers; and a payment that is dishonored. Once the determination is served, 2 months are allowed for correcting each ground.

The yearly filing recurs. An agent change is $20, an amended certificate $20 and an exit $20. Revocation adds $70 for reinstatement or $100 for cancellation.

An LLC: Form SS-4233, $50 a member, a yearly filing priced the same way. A corporation: Form SS-4431, $600, $20 a year. A nonprofit: Form SS-4432, $600. A limited partnership: paper only, $600. Each leaves on Form SS-4241.

Headcount taken. Name cleared. Agent confirmed. Certificate dated inside 2 months. Email working. Signer ready to state a role. Fee matched to the headcount.