Tennessee Certificate of Authority / Delaware LLCs

Delaware LLCs and the Tennessee certificate of authority

Delaware LLCs doing business in Tennessee apply at $50 per member from $300, attaching a $50 Delaware certificate of good standing. For a company of up to 6 members, year one adds Tennessee's $300 report and Delaware's $400 tax, $1,000 before the Delaware certificate.

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How Delaware and Tennessee compare

Point	Delaware	Tennessee
Yearly bill	Tax of $400	Report of $300 to $3,000
Due	Delaware: June 1	Tennessee: First day of the fourth month after fiscal year end (April 1 for a calendar year)
If late	Penalty of $200	Revocation can follow two months on
Certificate	Good standing, $50	Dated within 2 months
Filing	Already formed	Application from $300
Agent	A Delaware registered agent	A separate agent on a Tennessee street

The two agents and the two yearly bills are independent.

Why a Delaware LLC applies

Delaware formation is no substitute for a Tennessee certificate; every foreign LLC transacting business here beyond the statute's exceptions has the duty.

Filling in SS-4233

Delaware is entered as home, with the formation date lifted from Delaware's records. Put the management address as principal office. The agent sits in Tennessee, and members are counted as of the filing date.

The Delaware certificate

Ask Delaware for a certificate of good standing. Tennessee wants 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, and the two months run from the date on it.

Delaware's side

The Delaware bill is $400 per year, payable June 1; late payment adds $200. Delaware assesses it if the entity is active in the records of the Division at any time during January 1 to December 31 of the tax year.

Tennessee's side

Tennessee wants a yearly report beginning at $300, scaled by headcount.

A Delaware holding company with many members

With ten members, a Delaware company spends $500 on the Tennessee filing and $500 for every annual report, so $1,000 in year one; its Delaware tax remains $400.

Two agents

Delaware's agent rule: an individual resident of Delaware, or a domestic or foreign entity other than the LLC itself that has a Delaware business office at the registered office. Tennessee asks for another, at a physical Tennessee street address; a post office box, route number or box number alone is rejected.

A Delaware LLC already operating here

Before the state files, it owes 3 times its filing fee for every year or part-year. See the fine page.

Year one in dollars

For a Delaware LLC with six or fewer members, $1,000 covers the Tennessee application, the first Tennessee report and Delaware's $400 tax. Adding the Delaware certificate brings the filing day to $350.

Tennessee's share of year one

Tennessee's share of the first year is the $300 application plus the same amount again for the first report, both at the six-member minimum.

Closing the Tennessee record

A winding-up Delaware LLC leaves Tennessee with Form SS-4241 ($20) after the tax clearance; see withdrawing. Delaware keeps billing any year in which the entity is active on its record.

Four checks before ordering

Is Delaware current? Does the name clear Tennessee? Is there a physical agent address? Is the signer ready? If so, the $50 Delaware certificate and the Tennessee fee can go together.

Timing

Delaware first, then Tennessee. The Tennessee application carries the Delaware certificate, so Delaware standing has to be right before the certificate is ordered.

A name clash

Where a Delaware name resembles one already on Tennessee's records, the fix is consent from the other holder (Form SS-9411) or an assumed name (Form SS-4402).

Paperwork to gather

The Delaware certificate of good standing, the exact company name, when it was formed, where it is run, who the Tennessee agent is, how many members it has and an email address.

Keeping both records clean

Settle Delaware's tax by its deadline, send Tennessee's report by its own, and update the agent wherever it changes.

Cost summary

Delaware charges $50 for the certificate and $400 for the tax. Tennessee charges from $300 to file and from $300 each year.

A Delaware LLC gets its Tennessee certificate

Take the headcount
It sets the fee.
Pay Delaware's tax
Bring the account current.
Name the Tennessee agent
Someone with a street address here.
Order the Delaware certificate
$50, dated inside the window.
Submit SS-4233
Enclose the fee that matches your member count.

Questions from Delaware LLCs

What does Delaware supply for the filing?

A certificate of good standing.

Does the Delaware agent cover Tennessee?

Only with a physical Tennessee address and agreement to serve.

How old may it be?

No more than 2 months before the Tennessee filing.

Does Tennessee stand in for Delaware's tax?

No. Each state bills separately.

How much is the Delaware certificate?

$50 for good standing.

Get a Tennessee certificate for my Delaware LLC

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