Tennessee Certificate of Authority / Withdrawing

Ending a Tennessee certificate of authority

A foreign company leaves Tennessee on Form SS-4241, the Application for Certificate of Withdrawal or Cancellation (Foreign Entity). The filing costs $20 and follows a tax clearance from the Department of Revenue. We prepare it for $199.

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Three ways a company stops being authorized

Route	Initiated by	Form	Fee
Voluntary withdrawal	The company	Use Form SS-4241	Costs $20
Revocation by the state	The Secretary of State	Reinstatement: Form SS-9410	Costs $70
Exit after revocation	The company	Use Form SS-4254	Costs $100

Leaving on your own schedule is the lowest-cost of the three.

What a cancelling LLC states

The Act has the cancellation set out the company's current name and any name used in Tennessee; its home jurisdiction; that it is not transacting business here and surrenders its authority; that it either keeps its registered agent or revokes the agent and appoints the Secretary of State to accept process for claims that arose while it was authorized; a mailing address for that process; and a promise to report future changes of the address.

The tax clearance

Tennessee asks for a tax clearance from the Department of Revenue whenever an entity terminates, cancels or withdraws, and also for a certificate of existence and for reinstatement. The clearance comes first.

Service after the exit

After cancellation, papers served on the Secretary of State, or on the agent the company kept, count as served on the company. Keep the mailing address given for process under watch.

Revocation by the state

The Secretary of State may begin revoking a certificate 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.

Leaving after revocation

A revoked LLC need not be reinstated before it leaves; it cancels on Form SS-4254 for $100. One that wants the certificate restored applies using Form SS-9410, paying $70; if refused, it has 30 days to appeal to the Davidson County chancery court.

How a revocation reaches the company

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. A company that sees this coming can cancel instead and skip the reinstatement fee.

Choosing the date

File when the company has stopped transacting business. Filing early gives up authority while it is still active; filing late leaves the yearly filing and the agent running, and a missed filing can start revocation.

Corporations

A foreign corporation uses the same form, needs the same tax clearance and pays $20.

An orderly sequence

Stop trading. Obtain the tax clearance. File Form SS-4241 with its fee. Then monitor the process address.

What cancelling leaves in place

Authority ends with the filing; claimants can still reach the company through the Secretary of State or the retained agent.

The totals

Filing and later withdrawing costs the state $320 for an LLC at the minimum fee and $620 for a corporation, before any yearly filings in between.

Papers to gather

Exact name and control number as recorded in Tennessee, the tax clearance, and the signer. An LLC also decides between keeping its agent and appointing the Secretary of State.

Timing within the year

Because the yearly filing falls on a fixed date, plan the exit so it takes effect before the next filing is due. That avoids one more report fee and one more chance of a lapse.

What reaches the company afterward

Mail addressed to the company through the Secretary of State goes to the mailing address supplied with the cancellation. The company promised to report any change to that address.

What we do with the exit

Give us the exact name and control number; once your tax clearance is in hand we draft the filing and submit it, for $199.

Withdrawing through us

Get the clearance
From the Department of Revenue.
Confirm the record name
Exactly as Tennessee shows it.
Decide on the agent
Retain it, or name the Secretary of State.
We submit
Form SS-4241 and $20.

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.

Questions on leaving

What does withdrawing cost?

$20.

Can a revoked company still leave?

Yes, on Form SS-4254 for $100.

Does the exit end the yearly filing?

Yes, once the withdrawal takes effect.

What would reinstatement cost?

A tax clearance plus $70, filed on Form SS-9410.

Is a tax clearance required?

Yes.

Do corporations use the same form?

Yes.

Who receives papers afterward?

The agent the company kept, or the Secretary of State if the agent was revoked.

Prepare my exit filing

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