Tennessee Certificate of Authority

Related: Get a Tennessee Registered Agent

If your company was not incorporated in Tennessee, but you wish to do business there, you need to register as a foreign entity with the state.

Acquiring Tennessee Foreign Qualification allows a company incorporated in Delaware or any other state to legally transact business in Tennessee.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Tennessee Certificate of Authority:

The Tennessee Secretary of State requires different forms and fees depending on what type of entity you are operating.

Foreign Qualification Requirements for LLCs:

• File an application for Tennessee Certificate of Authority
• Fee: $50 per member (minimum of $300 and maximum of $3,000). 
• For Tennessee, a Certificate of Good Standing (known in TN as a 'Certificate of Existence') is required, dated within 60 days of filing the application. 

Foreign Qualification Requirements for Corporations:

• File an Application for Tennessee Certificate of Authority
• Fee: $600 
• For Tennessee, a Certificate of Good Standing (known in TN as a 'Certificate of Existence') is required, dated within 60 days of filing the application. 

You must also appoint and list a Tennessee Registered Agent. The Registered Agent must be maintained at all times. Harvard Business Services can provide this service at a cost of just $99/year.

Harvard Business Services can assist with your application so you don’t have to deal with the Tennessee Secretary of State directly. We do charge our own fee for this service, in addition to state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Please contact us for an exact quote.

How Do I Know If I Need a Tennessee Certificate of Authority?

Before transacting business in this state, a foreign LLC or corporation shall obtain a Tennessee Certificate of Authority. More information about foreign LLCs and Corporations Certificate of Authority in the State of Tennessee can be found on the state's website. 

Keep in mind that even if a Tennessee Certificate of Authority is not required for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Tennessee Annual Report Requirements

Once you have Foreign Qualification in Tennessee, state law requires an annual report to be filed by all corporations, limited liability companies, and limited partnerships.

The fee for LLCs is a minimum of $300 with a fee of $50 per member, with a maximum cost of $3,000 plus credit card fees. The fee for corporations and LPs is $20 plus online filing fees. The report and accompanying fee are due the first day of the 4th month following the end of the fiscal year. This is typically April 1st, but it can vary based on the fiscal year close month stated on the application for your Tennessee Certificate of Authority.

Please note that this annual requirement is independent from requirements you may have in Delaware or other states.