Tennessee Certificate of Authority / Corporation filing

The Tennessee corporation certificate of authority, SS-4431

A for-profit corporation formed outside Tennessee registers on Form SS-4431, the Application for Certificate of Authority For-Profit Corporation, for a flat $600, delivered with a certificate of existence from the home state official, filed with the application. We prepare it for $199.

Order my certificate

SS-4431 in brief

Form: Form SS-4431
Title: Application for Certificate of Authority For-Profit Corporation
Fee: $600
How: Online, by mail or in person
Every year: The annual report costs $20
To amend: Use Form SS-4435 and pay $20
To leave: Use Form SS-4241 and pay $20

A fee that does not scale

The price printed on the form, $600, is what a corporation pays regardless of shareholders or officers. Nonprofits instead file Form SS-4432, priced at $600.

Who files it

A for-profit corporation formed in another state files before it transacts business in Tennessee. Foreign LLCs carry the same duty, and the Attorney General treats the two exception lists as one.

Routes

The state takes filers who are a corporation, a nonprofit corporation or a limited liability company online or on paper. An online filer uploads the home certificate and pays by card in TNCaB, the Secretary of State business filing portal; paper goes to Division of Business and Charitable Organizations, 312 Rosa L. Parks Avenue, Nashville.

The paper from home

A corporation delivers a certificate of existence from the home state official, filed with the application. Active, in good standing: that is what the state's certificate of existence attests. We check how recent a corporation's certificate must be when we prepare your filing.

The agent for service

The corporation names a Tennessee agent, meaning a person or company that agrees to accept legal mail on behalf of the entity, at a physical Tennessee street address; a post office box, route number or box number alone is rejected. We can serve, or you can name another.

Names

If the corporation's name is too close to one on file, you can obtain the other holder's consent (Form SS-9411 at $20), adopt an assumed name (Form SS-4402 at $20) or reserve one for $20; DBAs do not exist in Tennessee.

Reasons for rejection

The state's own list reads: 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 corporation's yearly filing

The fee is $20, plus $20 when the filing swaps the agent or office. At least one officer is listed, and a report lacking the fee, a signature or a date is rejected.

Changes and reinstatement

An amended certificate is Form SS-4435 at $20. A corporation dissolved or revoked for a missed report or a lapsed agent applies to be reinstated, using Form SS-9410, paying $70 and attaching a tax clearance.

Leaving

When a corporation stops transacting business it files Form SS-4241 at $20, once the tax clearance arrives; see withdrawing.

Corporation versus LLC fees

An LLC pays $50 per member, so a company with up to 6 members pays less than a corporation, one with twelve members pays the same, and a bigger one pays more.

Filing online, step by step

In TNCaB, the Secretary of State business filing portal, set up an account, choose the foreign for-profit corporation filing, answer the questions, attach the certificate of existence and pay by card. The endorsed application that returns is the certificate.

After approval

Calendar the yearly filing and note the email address the state uses. A corporation that changes its name or another matter stated in its application files the amended certificate, and a new agent goes on Form SS-4534.

How a corporation stays in good standing

File the yearly report for $20, keep a registered agent at a Tennessee street address, and report any change within two months. A corporation that slips can be dissolved or revoked and then needs reinstatement.

Choosing the signer

The signer should be someone authorized to act for the corporation and willing to state their capacity. The state rejects a form that is unsigned or undated.

What we do with SS-4431

You give us the corporation's details, officers and agent choice. We go over the form fields as we prepare the filing, order the certificate and send in the filing. The service costs $199.

Filing SS-4431 through us

Share corporate facts
Name, home state, officers, principal office.
Settle the name
Consent, an assumed name or a reservation, as required.
We request the certificate
From the home official.
Sign
An authorized signer with a stated capacity.
We submit
The form and $600.

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.

Corporation questions

What is the corporation fee?

$600 on Form SS-4431.

What does it pay each year?

$20 for the annual report.

Does it depend on size?

No. It is flat.

What is the corporate exit?

Form SS-4241 at $20.

Prepare my corporation 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