A Tennessee certificate of authority is needed if you want to do business in Tennessee. If your company is incorporated in another state, it must obtain a Tennessee certificate of authority to transact business here legally.
Companies incorporated outside Tennessee will also need to obtain a Tennessee corporation certificate of authority. Foreign companies are allowed to register agents in Tennessee. This enables them to receive mail and process critical legal documents.
Your company needs a Tennessee-registered office to receive mail and process official documents. There is no charge for registering a Tennessee-registered office.
All foreign limited liability companies and corporations must file an annual report with the Secretary of State. Once filed, there are no additional fees. Annual reports must be filed within 30 days of the end of each calendar year.
The annual filing fee is $100 per year.
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What exactly is a Tennessee authority certificate?
A Tennessee certificate of authority allows businesses to operate legally in Tennessee without being subject to state regulation. This includes everything from registering a trademark to selling insurance. Businesses are required to register with the Tennessee Secretary of State before doing business in the state. If you do not have a certificate of authority, it could cause problems in Tennessee.
When do I need a certificate of authority?
Suppose you are opening a new office or physical location, hiring an employee who resides in Tennessee or starting a contract or a new job. In that case, you will need a certificate of authority. This document verifies that you are authorized to conduct business within the state. You will need one for each person you hire, even if those employees work remotely. If you start working under a contract, you will need a separate certificate of authority for every month you are contracted to perform work.
How to Form a Foreign Corporation in Tennessee: Certificate of Authority Application
Forming a foreign corporation in Tennessee requires filling out an application form and paying a $10 filing fee. This article explains how to fill out the application form completely, make sure you double-check everything and submit the application. You can also view and print a copy of the application online.
If you plan on doing business in Tennessee, you must apply for a certificate of authority with the Tennessee Secretary of State. A foreign corporation is required to obtain a certificate of authority before it conducts business in Tennessee. If you do not apply for a certificate of authority within 90 days of establishing a place of business in Tennessee, your foreign corporation will automatically dissolve.
Fill Out the Application Form Completely
You must complete the application form before submitting it to the Tennessee Secretary of State’s office. Make sure you answer every question carefully and accurately. For example, if you list yourself as being located at a particular address, make sure that address is correct. Also, make sure you include all the necessary attachments.
Make Sure Everything Is Double Checked Before Submitting the Application
Before applying, check everything twice. Make sure you have filled out each section correctly, including the following areas:
• Name of the applicant
How can I obtain a Tennessee authorization certificate?
To apply for a Tennessee certificate, you must file an online application with the Secretary of state. You must provide proof of your identity, residency, and citizenship. There is no fee to apply. However, there are fees associated with the steps involved in the process.
The following information is required:
1. A completed form titled “Application for Certificate of Authority.” This form is available on the Secretary of State’s website.
2. Proof of Identity – A valid driver’s license or passport.
3. Proof of Residency – A utility bill showing your current address. If you live outside of Tennessee, you must submit a copy of your most recent tax return.
4. Proof of Citizenship – A birth certificate or naturalization papers.
5. Fee – $50 per person.
For Foreign Corporations:
Tennessee does not require an agent of a foreign corporation to register with the Secretary of State. However, a foreign corporation must maintain a Certificate of Good Standing to do business in Tennessee. Additionally, it must provide proof of its corporate status before doing business in the state.
For Foreign Limited Liability Companies:
Tennessee offers an online form for foreigners looking to incorporate a limited liability company (LLC).
The state requires that the foreign LLC file certain documents with the Secretary of State’s office within 30 days of forming the company. These include Articles of Organization, a Certificate of Good Standing, and a Notice of Formation.
Foreigners are required to complete an online LLC formation form before submitting the necessary paperwork. The form must be emailed to the Secretary of State‘s Office.
There is a $50 application filing fee plus a $3,000 maximum fee.
Foreign NonprofitCorporations:
Foreign nonprofits must obtain a Certificate of Good Standing from the Secretary of State. This document certifies that the organization meets specific requirements set forth by law. In addition, foreign nonprofits must provide proof of incorporation to the Secretary of State, such as a certified copy of the organization’s articles of incorporation.
A foreign corporation must file an Application for Authority to Transact Business in Tennessee if it wants permission to establish a branch office, agency, or representative in Tennessee. An application for authority will include information about the corporation’s officers, directors, principal place of business, address and telephone numbers, email addresses, and other contact info.
Foreign Professional Corporations:
Tennessee does not require a certificate or good standing for a foreign professional corporation. Instead, it requires a filing fee and an annual report. You might want to consider registering with the Secretary of State’s Office if incorporated in another state.
If you register, ensure that you provide accurate information about yourself. You don’t want to commit fraud accidentally.
Tennessee would accept an original certificate from another state if it was issued within the last 60-day period.
An LLC must file an annual return with the Secretary of State even if there is no owner change.
A foreign limited partnership must register with the Secretary of State if any member changes.
Foreign Limited Liability Partnerships:
Tennessee requires foreign limited liability partnerships to file an agent registration form with the Tennessee Secretary of State’s Office. This requirement applies whether the partnership is formed in Tennessee or outside of Tennessee. If the partnership does business in Tennessee, it must register its articles of incorporation with the Tennessee Secretary of States Office.
A foreign LLC must register its Articles of Organization with the Tennessee Secretary of State’s office if it does any business in Tennessee, even if it is formed outside of Tennessee. An LLC will be considered “doing business” in Tennessee if it has registered agents or maintains a place of operation in Tennessee.
Frequently Asked Questions
What assistance do I require from my home state?
To obtain a Tennessee certificate of authority, you must also submit documents required by the Secretary of State. This includes limited liability companies, corporations, and nonprofits. You must provide proof of incorporation and registration of each entity. If you are filing multiple entities, please attach each document separately.
What is a registered agent in Tennessee?
A registered agent is an individual or entity designated to receive legal documents related to the corporation. This person is responsible for receiving legal documents such as summons, court papers, tax liens, etc. If you fail to designate a registered agent, you could lose your business. In Tennessee, you must appoint a registered agent upon incorporation. You cannot simply choose someone without a valid address.
James Rourke is a business and legal writer. He has written extensively on subjects such as contract law, company law, and intellectual property. His work has been featured in publications such as The Times, The Guardian, and Forbes. When he’s not writing, James enjoys spending time with his family and playing golf.
