Tennessee Certificate of Authority / Wyoming-formed LLCs

Wyoming LLCs and the Tennessee certificate of authority

For a Wyoming LLC doing business in Tennessee the certificate of authority starts at $300, with the Wyoming certificate at $0. Year one comes to $660 for a company of up to 6 members: $300 to file, $300 for the first Tennessee report and $60 to Wyoming.

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How Wyoming and Tennessee compare

Point	Wyoming	Tennessee
Yearly bill	$60 minimum	$300 to $3,000 report
Certificate	$0	Dated within 2 months
Filing	Already formed	Application from $300
Agent	A Wyoming registered agent	Another agent, based in Tennessee

One record and one bill per state, and neither replaces the other.

The trigger for a Wyoming LLC

Beyond the statute's exceptions, any Wyoming LLC transacting business in Tennessee must apply. A Tennessee business lawyer can test your facts.

The Wyoming certificate

Wyoming charges $0 for its certificate. Tennessee asks 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.

Completing the application

Wyoming is the home state on the form, the agent has a Tennessee street address, and the principal office is wherever management sits. Members are counted just as for any other LLC.

The name test

Should the Wyoming name clash with a Tennessee one, the company gets written consent (Form SS-9411) or takes an assumed name (Form SS-4402).

What Wyoming still wants

Wyoming's yearly minimum of $60 carries on regardless of the Tennessee filing.

What Tennessee wants each year

The yearly report, from $300 by headcount.

Home law keeps governing

Governance and member liability stay under Wyoming law; Tennessee cannot withhold the certificate over differences from its own LLC law.

An example in Memphis

Picture a two-member Wyoming LLC leasing space in Memphis. Wyoming is its home, its management address is the principal office, and a Memphis agent is named. With a fresh Wyoming certificate it pays $300; a year on, it pays $300 to Tennessee and $60 to Wyoming.

Already operating here

One that traded in Tennessee earlier owes 3 times its filing fee per year or part-year; the fine page has the detail.

Leaving

Withdraw with Form SS-4241 ($20) after the tax clearance, ahead of any Wyoming dissolution; see withdrawing.

Wyoming corporations and nonprofits

Corporations from Wyoming file Form SS-4431 at $600, and a Wyoming nonprofit files Form SS-4432 at $600.

Year one in dollars

For a Wyoming LLC with six or fewer members, $660 covers the Tennessee application, the first Tennessee report and Wyoming's $60 minimum. On filing day alone the cost is $300, because the Wyoming certificate is $0.

Tennessee in year one

Tennessee takes $300 to file and $300 again for the first report, and the fee stays at that minimum until the member count passes six.

Order of work

Wyoming's certificate goes in with the Tennessee application and carries a date, so it is ordered last.

Two agents

Wyoming's agent covers Wyoming only; Tennessee wants its own at a physical Tennessee street address; a post office box, route number or box number alone is rejected.

The cost of growing

Adding members past 6 raises both the filing fee and the report fee by $50 a member, up to $3,000. A Wyoming LLC with few members stays at the minimum.

What to have ready

Exact name, formation date, principal office, headcount, Tennessee agent, business email, Wyoming certificate.

The exit

On leaving, a Wyoming LLC files Form SS-4241 after a tax clearance; Wyoming's own bill runs until dissolution there.

Costs by stage

Before filing: the Wyoming certificate at $0. At filing: from $300. Each year: from $300 to Tennessee and $60 to Wyoming. At exit: $20.

Gathering the papers

Before starting the form, have the Wyoming certificate, the precise name, when the company formed, its main office, the Tennessee agent, the member count and an email address.

Keeping both records clean

Wyoming's minimum and Tennessee's report fall on separate calendars, so track both, and update each agent separately.

Wyoming cost summary

Wyoming charges $0 for the certificate and $60 for the minimum. Tennessee charges from $300 to file and from $300 each year. The first year is $660.

A Wyoming LLC gets its Tennessee certificate

Take the headcount
It sets the fee.
Clear the Tennessee name
Obtain consent, or adopt an assumed name.
Name a Tennessee agent
Someone with a street address here.
Order the Wyoming certificate
$0.
Submit SS-4233
Enclose the fee that matches your member count.

Questions from Wyoming LLCs

What does Wyoming charge for its certificate?

$0.

Do I need a second agent?

Yes. Tennessee needs one at a physical Tennessee address.

When does the Tennessee fee rise?

When the member count passes 6.

Is a Tennessee yearly report due?

Yes, from $300.

What does Wyoming still charge?

Its annual minimum of $60.

Get a Tennessee certificate for my Wyoming 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