Tennessee Foreign LLC Certificate (SS-4233)

Most states post one flat number for a foreign LLC. Tennessee does not. Under T.C.A. § 48-249-1007, the filing fee is $50 for each member in existence on the filing date, with a minimum of $300 and a maximum of $3,000. In practice an LLC with one to six members pays the minimum, seven members cost $350, and an LLC with 60 or more hits the $3,000 ceiling. An application that arrives with the wrong fee is rejected. If the member count is left blank on the form, the Division records one member.

You can pay online in the state's TNCaB system by credit card, debit card or e-check, which carries a convenience fee that the state does not publish. A mailed check, cashier's check or money order avoids it, and cash is taken only at the walk-in counter in Nashville. A first-time TNCaB user has to create an account.

T.C.A. § 48-249-904(a) puts the duty plainly: a foreign LLC gets its certificate of authority first and transacts business afterward. The phrase itself goes undefined. Section 48-249-902 names eleven activities outside it and adds that the list is open-ended and speaks only to the certificate question, never to service of process or taxation.

Those eleven are handling a claim or lawsuit, member gatherings and other internal affairs, bank accounts, sales by independent contractors, orders that must be accepted outside Tennessee, mortgages and deeds of trust, collecting debts, owning property "without more," one transaction finished within a month and not repeated, and interstate commerce. Acting as a member or manager of another LLC does not count by itself either.

Anything beyond that list, such as a Tennessee office, employees, or regular operations, points toward applying. Ask a Tennessee attorney about the gray area.

The application is Form SS-4233, filed with the Division of Business and Charitable Organizations in Nashville through TNCaB, by mail, or in person. Once filed and returned with the fee receipt, it serves as the certificate of authority, effective from the filing date, though you may pick a later effective date up to 90 days out.

It asks for the name used at home (matching your certificate) and the Tennessee name if different, the formation date and place, the date the LLC began doing business in Tennessee if that came first, a principal office with county (no PO box, and the address is verified), a mailing address, a business email, NAICS codes, how the LLC is managed, the number of members, and the registered agent's name, Tennessee address, county and email. All of it is public record.

Tennessee wants a certificate of existence or good standing, authenticated by the official who keeps your records at home. The date on it cannot be more than two months before the filing date, and an application lacking a valid one comes back rejected. It is issued by the filing office of your home state, so order it ahead of time and keep it nearby. Tennessee does not ask for formation papers.

The name needs a designator, spelled out or abbreviated, or whatever designation your home state allows. A foreign LLC cannot keep "corporation" or "incorporated" in its Tennessee name; the instructions let you simply drop the word without filing an assumed name. The name must be distinguishable on Secretary of State records, or you can file the Application for Use of Indistinguishable Name (SS-9411, $20) with written consent from the other holder or a court judgment.

If your name is unavailable, a foreign LLC may register an assumed name on SS-4402 for $20 and use it for five years, renewable. Tennessee does not recognize DBAs, so this is the route. A name reservation is SS-9425, also $20. Banks, credit unions, trusts and insurers need their regulator's approval first.

Under § 48-249-109 a foreign LLC must have a registered office and agent in Tennessee at all times. The agent works from the same street address as the registered office, and may be a Tennessee-resident individual, a local corporation or LLC, or a corporation or LLC from elsewhere that holds authority here.

The address has to be a physical Tennessee street address; a post office box, route number or box number alone is rejected. The form also wants the agent's county and email. The Secretary of State will not file an application that does not designate an agent. To change agents later, use Form SS-4534 ($20). An LLC without an agent or office for two months or more is exposed to administrative revocation.

Section 48-249-913 is the part to read twice. Until it holds a certificate, an LLC that does business in Tennessee is shut out of the state's courts as plaintiff, and a judge may pause any case it starts. On top of that, the statute says it "shall be fined" three times the filing fee per year, counting a partial year as a whole one, and the application is not filed until the fine is paid.

At the minimum fee the fine is $900 a year. An LLC that started operating in March 2025 and applies in November 2026 spans two calendar years: $1,800 in fines plus the filing fee. If the gap is a year or more, the application is not filed until you submit a confirmation of good standing; the instructions say a Letter of Good Standing from the Department of Revenue must accompany it. Call the Division at (615) 741-2286 for the exact amount when the date of first business predates your application.

Agreements stay in force, the counterparty keeps its right to sue on them, and the LLC may defend itself. Members and representatives are not personally liable solely for doing business without a certificate. The attorney general can also sue in chancery court to enjoin the LLC.

An annual report goes to the Secretary of State by the first day of the fourth month after fiscal year end, so April 1 for a December year. The fee is $300 for up to six members, rising by $50 per member above that to $3,000, plus $20 if the report changes the agent or office. Reminders go to the business email. A report more than two months late can lead to revocation after written notice and two months to cure. Reinstatement is SS-9410 at $70, with tax clearance.

Tennessee's Department of Revenue separately requires an LLC qualified or doing business in the state to register for franchise and excise tax. The minimum franchise tax is $100 and is owed even when the company is inactive. The rates are 0.25% of Tennessee net worth and 6.5% of Tennessee taxable income, with a due date of the 15th day of the fourth month after the books close.

Amending the certificate is SS-4231 ($20). To leave, file SS-4241, the Application for Certificate of Withdrawal or Cancellation, for $20, after obtaining tax clearance from the Department of Revenue.

Send the company's details and member count along with the certificate from home, and we fill in Form SS-4233 and lodge it with the Secretary of State. The Tennessee registered agent costs nothing in year one and $149 annually after that. Anything served on the agent is scanned, then uploaded for you before that business day is over, at no charge.

Today you pay $499, that being the $300 filing fee (the state's minimum for up to six members) with $199 for our work. It buys the registration and the first agent year, but not your yearly report or tax returns. Mainstay is not a law firm, just a filer.

Corporations chartered elsewhere check out the same way at the same fee, for $499 today.