Foreign LLP Registration in Tennessee

Tennessee handles a foreign LLP differently from a foreign corporation. There is no certificate of authority. The partnership files a notice of registration under T.C.A. 61-1-1004(d), part of the state's Revised Uniform Partnership Act, and the Secretary of State's form for it is SS-4486. "Foreign" means only that the partnership holds its LLP status under another jurisdiction's law.

Home law stays in charge of the partnership. Section 61-1-1004(e) states the policy that a foreign LLP's internal affairs, and its partners' liability for partnership obligations, are governed by the law of the other jurisdiction. Filing the notice puts the partnership on Tennessee's records and meets the registration requirement. It does not move the liability rules.

The statute says a foreign registered LLP files its notice "before transacting business in this state", and that it must also comply with any licensing or registration rules that apply to its particular kind of business. Unlike the Tennessee provisions for corporations and limited partnerships, the LLP section does not list activities that fall outside "transacting business", and it does not state a rule about owning property. So nothing in the statute tells you whether a bank account, a lawsuit or a one-off sale is safe.

What that means in practice

With no list to apply, decide from the facts. A partnership with Tennessee clients, staff, an office or recurring work is on the register side of the line. A partnership with only a passive connection, such as a single out-of-state sale, is harder to call. Professional-services partnerships should also check with their licensing board, which the statute preserves. Ask a Tennessee attorney about edge cases before relying on any assumption.

The notice of registration costs $50 for each partner on the filing date. Headcount drives the total, but it is bounded at $250 on the low side and $2,500 on the high side, so a partnership with five or fewer partners pays $250 and one with fifty or more pays $2,500. Item 13 of the form asks for the partner count, so give the real number as of the filing day.

The Secretary of State's FAQ says foreign LLP notices are filed on paper, while the form's instructions also lay out an online route through TNCaB. Confirm with the Division which one it takes on the day you file. For paper, sign the form and send it with payment to the Corporate Filing unit in Nashville, or take it to the customer service counter. A check or money order should be made out to the Tennessee Secretary of State (other names are refused), and card or e-check payments carry an unpublished convenience fee.

What the notice states

• Its name, with the Tennessee name if that differs
• Its formation date, its home jurisdiction and, if earlier, the date it started doing business in Tennessee
• The principal office address and a mailing address
• The fiscal year-end month, a business email and up to three industry codes
• The number of partners
• A statement that it is a registered limited liability partnership
• A registered agent, either an individual or an organization, with a Tennessee street address, county and email
• Optional items: a later effective date (ninety days at most), other provisions, and an option to elect obligated member entity status, which makes the partners personally liable like general partners and requires a signed addendum

The form is public record once filed.

Yes. SS-4486 tells the filer to attach an existence certificate issued at home, or an equivalent such as a good-standing certificate, bearing the authentication of whichever home official keeps the partnership's records. It cannot be dated earlier than two months before the day Tennessee gets the notice, and a missing or stale one gets the notice rejected.

The statute lists the notice's contents without naming a certificate, which makes the form, not the statute, the source of the requirement. The name and formation date on the notice should match the certificate. The partners or their attorney request it from the home office, whose fee varies. Mainstay Filing does not order home-state certificates.

Section 61-1-1003 sets the designation the name must carry, the spelled-out registered form or the short LLP abbreviations, though a foreign LLP may use whatever designation its own jurisdiction allows. Tennessee also insists that the name stand apart from others on its records, subject to an indistinguishable-name procedure.

Agents

Registered LLPs, domestic and foreign, need an agent and a registered office on file without a gap, with the agent's office at the registered office's street address. Eligible agents include Tennessee residents, Tennessee-formed entities of several types (corporations, LLCs and partnerships), and out-of-state entities of those types that are qualified here. So a company can serve. The address needs to be physical, and the state verifies it.

A notice that lasts two years

The statute makes the notice effective for two years from the filing date. After that the partnership has to file a new notice. The fee is attached to the notice itself, so plan for a per-partner charge again at renewal and confirm the amount with the Nashville filing division before you send it. Because the partner count drives the fee, a partnership that has grown will pay more the second time.

Amending and leaving

A statement of amendment or a notice of amended registration costs $20. Replacing the registered agent, or moving the office, is a separate $20 filing. Withdrawal is by statement on SS-4241, also $20. The statement surrenders the registration and has the Secretary of State take process afterward, and it must come with Revenue Department tax clearance.

The foreign LLP provision asks for a fresh notice every two years and mentions no annual report. Tax registration is a separate matter with the Department of Revenue.

The foreign LLP provision itself, section 61-1-1004, does not set a court bar or a fine for doing business without the notice. That silence does not mean the consequences are nil. What the provision does say is this:

• If the Secretary of State learns, when the notice arrives, that the LLP has been transacting business in Tennessee for a year or more without filing, it will also require the Revenue Department's confirmation that the partnership is in good standing.
• Failing to register leaves the LLP with no filed notice to show a counterparty, a licensing board or a court, and ordinary Tennessee law on service, taxes and regulation still applies to it.

Because the statute is quiet, a partnership that has already been working here should ask a Tennessee attorney what a late filing will involve before it files.

Mainstay Filing's foreign qualification covers LLCs and for-profit corporations, not LLPs. The partners, or their lawyer, fill out SS-4486 and send it in. Mainstay Filing's contribution is the registered agent: $149 each year, unchanged at renewal.

The notice shows Mainstay Filing's Tennessee address as the agent's, and the public record carries it. Process delivered to that address is scanned into your account by day's end, without a fee, and Mainstay Filing scans the first three official letters each year at no charge too. If the LLP has another agent registered, Mainstay Filing files the agent change and the state's fee is passed through at cost. The Tennessee registered agent page has more on the service. Mainstay Filing does not give legal advice.