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Register a Tennessee Foreign LLC

A Tennessee Foreign LLC is an LLC formed outside of Tennessee that wishes to do business there. To register as a foreign LLC with Tennessee's Secretary of State, you'll need submit an Application for Certificate of Authority along with a $300 minimum filing fee ($307.50 to pay with a credit card or $300.95 to pay with an eCheck) for LLCs with six or fewer members. The filing fee increases by $50 per member up to a $3,000 maximum filing fee (plus 2.35% if paying with a credit card).

Tennessee broadly defines doing business in the state as undertaking any activity within Tennessee that has the focus of gain, benefit, or advantage. Generally, foreign LLCs will need register with the state if they plan to hire employees, purchase property, open an office or other facility, sell products or offer services to Tennessee residents, or apply for a professional license in Tennessee.

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How To Register a Foreign LLC in Tennessee

The process of registering a business in a new state is called foreign qualification. To register a foreign LLC in Tennessee you must submit an Application for Certificate of Authority along with the associated fees to the Tennessee Secretary of State (SOS). Here’s what you’ll have to do:

1. Appoint a Tennessee Registered Agent

All foreign LLCs doing business in Tennessee will need a Tennessee registered agent. The registered agent you appoint must reside in Tennessee. This can be anyone willing to make themselves available during business hours to receive service of process on your behalf. That could be your Great-Aunt Tilda, a fancy Nashville attorney, or a commercial registered agent.

Why hire a Tennessee registered agent service?

A professional registered agent service will let you use their address on your public foreign registration documents, helping keep yours private. Also, any service worth your time and money should also scan and send you your documents the same day and provide you with reminders for any important upcoming state filings.

2. Get a Certificate of Good Standing

Certificate of Good Standing (called a “Certificate of Existence” in some states) is a document that proves your LLC is in compliance with its home state. Being in good standing means that your company has filed all of your home state’s required paperwork and paid whatever state fees are necessary. It should be noted, Tennessee will not accept a certificate that is older than 60 days.

How do I get a Certificate of Good Standing?

Most states allow you to go online to your Secretary of State’s website, pay a small fee, and have it in your hands the same day.

3. Complete the Application for Certificate of Authority

To register a foreign LLC in the state of Tennessee, you must complete the Tennessee Application for Certificate of Authority. Here’s the information it asks for:

  • Legal name of the foreign LLC
  • Business name you will use in Tennessee if the legal name is not available
  • Jurisdiction and date of its organization
  • Name and address of your registered agent
  • Principal address in your home state or jurisdiction
  • Name of your home state
  • Number of members of your LLC at the time of application
  • A person who is authorized by the LLC must sign the form. This could be you, another member or manager, or someone outside of the LLC entirely.

Ready to get started? Hire us to register your foreign LLC in Tennessee.

How much does it cost to file the Tennessee Application for Certificate of Authority?

The state of Tennessee charges $50 for each member of your LLC at the time of application. There is a minimum charge of $300 and a maximum charge of $3,000. Credit cards are charged an extra 2.35%, and eChecks are levied a $0.95 fee.

How do I file the Tennessee Application for Certificate of Authority?

The Tennessee Secretary of State (SOS) website offers an online application where you can apply to register your foreign LLC. You can’t submit the form online, but you can complete it, print, and mail or hand-deliver your application.

Mail and in person:
Secretary of State
6th Floor – Snodgrass Tower
Attn: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243

Do foreign LLCs need to file Tennessee Articles of Organization?

No. Only domestic Tennessee LLCs need to file Articles of Organization.

4. Receive Certificate of Authority

Once Tennessee has approved your application for foreign qualification, they’ll send you a stamped copy of your application and an acknowledgment letter by mail.

How long will it take Tennessee to process my Application for Certificate of Authority?

Accounting for the time it takes for your documents to reach the Secretary of State’s office, it can take about 10 days for Tennessee to approve your application. Alternatively, you can complete this process in person for immediate processing. Northwest can get it all done for you in 5 days.

5. Register for Tennessee's Franchise & Excess Tax

If you are doing business in Tennessee, you must register for and pay the Tennessee Franchise & Excess tax. The minimum franchise tax is $100 per year. Tennessee Foreign LLCs must obtain a Certificate of Registration for payment of the Franchise & Excise tax if they do business in Tennessee.

How soon will my LLC need to register for this tax?

You’ll need to complete and file the Application for Registration form and file it with the Tennessee Department of Revenue within 15 days after the date the LLC becomes subject to the tax.

Tennessee FAQ

Tennessee Foreign LLC Registration FAQ

How do I amend a foreign LLC in Tennessee?

Amending your Tennessee Foreign LLC requires you to file a Application for Amended Certificate of Authority with Tennessee’s SOS. The application costs $20 and must be accompanied by a Certificate of Good Standing (or existence) from your LLC’s home state.

What does it mean to do business in Tennessee?

Tennessee’s statutory definition of doing business (Tenn. Code Ann. Sec. 67-4-2004(14)(A).) is broad, stating that doing business in the state is defined as “any activity purposefully engaged in within Tennessee by a person with the object of gain benefit, or advantage.” In plain English this means that, like in most other jurisdictions, you’re doing business in a state if you hire employees, purchase property, open an office, store, or other facility, sell products, offer services, or apply for a professional license.

Tennessee’s statutes also provide a list of what the state doesn’t count as doing business. For example: If you are simply defending a lawsuit, selling through an independent contractor, holding business meetings, or only have a bank account in Tennessee, you’ll be exempt from needing to register as a foreign LLC.

 

Learn more about What it Means to do Business in Another State.

Are there ongoing Tennessee annual report or initial reporting requirements?

All Tennessee LLCs and foreign LLCs registered in Tennessee must file a Tennessee annual report. These are due April 1st, or on the first day of the 4th month after the close of your company’s fiscal year.

How are Tennessee foreign LLCs taxed?

Foreign LLCs with default tax classification in Tennessee are taxed just like domestic LLCs—as pass-through entities. This means that the LLC itself doesn’t pay taxes. Instead the members of the LLC report their share of business income and expenses on their personal tax return. LLCs also have the tax flexibility to register as an S-corp or C-corp.

Learn more about Tennessee Taxes.

How can I withdraw my foreign LLC in Tennessee?

When you are no longer doing business in Tennessee, you can file an Application to Cancel a Foreign LLC. There is a $20 filing fee.

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