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How To Withdraw A Foreign Tennessee LLC Or Corporation

 

Tennessee Department of State Certificate of Authority Cancellation Requirements and Instructions

Foreign LLC registered in Tennessee:

To cancel your foreign LLC in Tennessee, you submit form SS-4241, Application for Cancellation of Certificate of Authority and the filing fee, to the Tennessee Department of State, Division of Business Services (DBS).

Foreign corporation registered in Tennessee:

To withdraw your foreign Corporation from Tennessee, submit the completed form SS-4437, Application for Certificate of Withdrawal to the Tennessee DBS for filing.

Using DBS forms is not required; you may draft your own application for withdrawal. The Tennessee withdrawal forms are in your online account when you sign up for registered agent service and are available on the DBS website. Deliver your corporation or LLC’s original application for withdrawal and the filing fee by mail or in person. The Department of State accepts checks, cashier’s checks, money orders etc., payable to the “Tennessee Secretary of State.”

Submit documents by mail or in person:

Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243
615-741-2286

Foreign Tennessee LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with Tennessee?

The filing fee for the LLC Application for Cancellation is $20.
The filing fee for the corporation Application for Withdrawal is $20.

Do you need a Tennessee Department of Revenue clearance first?

You will need tax clearance before DBS will process your withdrawal, but you don’t have to get it yourself.  The Division of Business Services will request the tax clearance from the Tennessee Department of Revenue.

What agency do you need to file the withdrawal with?

File your Application for Certificate of Withdrawal with the Tennessee Department of State, Division of Business Services.

Submit withdrawal or cancellation documents by mail or in person:

Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243
615-741-2286

What happens if you don’t file a withdrawal and just let your annual report filings go unfiled?

Tennessee requires that each foreign corporation and LLC file an annual report with DBS. If you don’t file your annual report, DBS will send a notice to the business, warning it that it could be revoked.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

After it is served with notice that the Department of State, Division of Business Services has grounds for revocation, the corporation or LLC has two months to file the report. If the business does not file the annual report, it is administratively revoked by the DBS.

What are the late fees and penalties to re-register if your registration is forfeited?

If your foreign Tennessee LLC is administratively revoked, you can choose between reinstating and withdrawing.

Reinstatement:
If you choose to continue your corporation or LLC, you will file an Application for Reinstatement. The application costs $70. When you are administratively revoked for failing to file the annual report, you will also have to pay any unpaid annual report fees before you can be reinstated.  The Tennessee LLC annual report fee is $50 per member with a $300 minimum. The corporation annual report fee is just $20.

LLCs file Form SS-4240 Application for Reinstatement following Administrative Dissolution/Revocation
Corporations file Form SS-4439, Application for Reinstatement following Administrative Dissolution/Revocation

Withdrawal:
If your business has been administratively dissolved and you do not want to reinstate in Tennessee, you can just withdraw from the state instead. The filing fee to withdraw your foreign corporation or LLC is $100.

Corporations file Form 4436, Certificate of Withdrawal following Administrative Revocation
LLCs file Form 4254, Cancellation of Authority following Administrative Revocation

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

How long a registered agent has to accept service depends on what the corporation or LLC puts on the withdrawal or cancellation form.  When a business withdraws or cancels, it can choose to:

  • Continue its registered agent and office in Tennessee; or
  • Revoke the authority of its registered agent and appoint the Secretary of State as its agent for service.

Of course a Tennessee agent resignation is also an option for a registered agent who no longer wishes to serve that function.

Tennessee Department of Business Services

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