Tennessee Foreign LLC Registration (How-to Guide)

Expanding your business to Tennessee? Registering your Foreign LLC is your gateway to new opportunities in the Volunteer State.

In this guide, I’ll walk you through the steps to smoothly set up your LLC, from finding a registered agent to handling the paperwork.

Let’s get started!

Tennessee Foreign LLC Requirements

1. Tennessee Registered Agent

A Tennessee Registered Agent is a person or business entity designated to receive legal documents and official correspondence on behalf of your LLC. You must appoint a Registered Agent with a physical address in Tennessee (P.O. Boxes are unacceptable).

This ensures that your LLC complies with state regulations and can be reached for legal and tax matters.

I recommend appointing a registered agent by either hiring a registered agent service or selecting an individual or company that meets the requirements.

2. Certificate of Good Standing

Before registering your Foreign LLC in Tennessee, you must obtain a Certificate of Good Standing (or Existence) from your home state. This document verifies that your LLC is properly registered and in good standing where it was originally formed.

You must submit this certificate and your application to demonstrate that your business complies with its home state’s regulations.

3. Certificate of Authority

To conduct business in Tennessee legally, your Foreign LLC must file for a Certificate of Authority.

This application requires the following information:

• Legal Name: The official name of your LLC as it appears in your home state.
• State of Formation: The state where your LLC was originally formed.
• Principal Office Address: The primary business address of your LLC.
• Tennessee Registered Agent: The name and address of your designated Registered Agent in Tennessee.

The filing fee is $300 for LLCs with six or fewer members. For LLCs with more members, the fee increases by $50 per additional member, up to a maximum of $3,000. Payments can be made via credit card ($307.50) or eCheck ($300.95).

You can mail or submit your application in person to the following address:

Secretary of State
6th Floor – Snodgrass Tower
Attn: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243

4. Tennessee Franchise & Excise Tax

In Tennessee, Foreign LLCs are subject to both Franchise and Excise Taxes. The Franchise Tax is based on the greater of your LLC’s net worth or the book value of property in Tennessee, while the Excise Tax is based on your LLC’s net earnings. Ensure you know these tax obligations and file the necessary returns to comply with state tax laws.

How to Form a Foreign LLC in Tennessee State

Step 1. Selecting Your Business Name (new or existing)

First, ensure that your business name is available in Tennessee. Conduct a business name search through the Tennessee Secretary of State’s website here.

If your LLC’s legal name has already been taken or doesn’t meet Tennessee’s naming requirements, you must select an alternative name for use in the state.

Step 2. Appointing a Tennessee Registered Agent (I use Northwest)

Every foreign LLC operating in Tennessee must appoint a registered agent. This registered agent must have a physical address in Tennessee and is responsible for receiving legal documents and official correspondence on behalf of your LLC.

You can choose an individual or a professional registered agent service to fulfill this role.

I recommend using Northwest Registered Agent, as they can help you with the entire process of forming your LLC.

See what sets Northwest Registered Agent apart in my review.

Step 3: Get a Certificate of Good Standing

Obtain a Certificate of Good Standing (also known as a Certificate of Existence) from the state where your LLC was originally formed. This document verifies that your LLC is properly registered and in good standing in its home state.

You must submit this certificate and your application to prove your LLC’s compliance with its home state’s regulations.

Step 4: Complete the Application for Certificate of Authority

Next, you must complete the Application for Certificate of Authority and submit it to the Tennessee Secretary of State.

This application requires the following information:

• The legal name of the foreign LLC
• Business name you will use in Tennessee if the legal name is not available
• Jurisdiction and date of the LLC’s organization
• Name and address of your registered agent in Tennessee
• Principal address in your home state or jurisdiction
• Name of your home state
• Number of members of your LLC at the time of application
• Signature of a person authorized by the LLC, which could be you, another member or manager, or someone outside the LLC entirely

The filing fee is $300 for LLCs with six or fewer members. For larger LLCs, the fee increases by $50 per additional member, up to a maximum of $3,000. Payments can be made via credit card ($307.50) or eCheck ($300.95).

Step 5: Receive Certificate of Authority

Once your application is processed and approved, you will receive a Certificate of Authority from the Tennessee Secretary of State. This certificate grants your LLC the legal right to conduct business in Tennessee.

How long does this take?

Considering the time it takes for your documents to reach the Secretary of State’s office, Tennessee usually takes about 10 days to approve your application.

If you want faster results, you can submit your application in person for immediate processing. Otherwise, the Northwest Registered Agent can handle the entire process for you in 5 days.

Step 6: Register for Tennessee’s Franchise & Excise Tax

Finally, register your LLC for Tennessee’s Franchise and Excise Tax. The Franchise Tax is based on the greater of your LLC’s net worth or the book value of property in Tennessee. The Excise Tax is based on your LLC’s net earnings.

It is important to stay compliant with these tax obligations, file the necessary returns, and make timely payments. Registering for these taxes can typically be done through the Tennessee Department of Revenue’s website.

Registration Fee – How Much Does a Foreign LLC in Tennessee Cost?

Registering a Foreign LLC in Tennessee involves a few costs, primarily related to the filing fee for the Certificate of Authority.

Here’s a detailed breakdown of the expenses:

• Base Filing Fee: The initial filing fee for the Certificate of Authority is $300. This fee applies to LLCs with up to six members.
• Additional Member Fees: If your LLC has more than six members, the fee increases by $50 for each additional member. The maximum fee is capped at $3,000, regardless of the number of members.
• Payment Options and Additional Charges:
  • If you choose to pay with a credit card, there is an additional convenience fee of 2.35%, making the total fee approximately $307.50 for the base filing.
  • If you pay with an eCheck, the total fee is slightly higher at $300.95.
• Expedited Processing Fees: If you need faster processing, submitting your application in person can expedite approval. While the standard mail process takes about 10 days, in-person submissions can be processed immediately. Some third-party services, like Northwest Registered Agent, offer to handle the entire process in just 5 days, which may involve additional service fees.

When registering your LLC, you must choose a registered agent with a physical address in Tennessee to handle legal documents. The cost for this service can range from $200 to $1,000. However, my recommended registered agent provides these services for less than $100. For more details, click here.

Do foreign LLCs need to file Tennessee Articles of Organization?

No, foreign LLCs do not need to file Tennessee Articles of Organization. Instead, they must apply for a Certificate of Authority with the Tennessee Secretary of State.

This application allows the foreign LLC to conduct business in Tennessee legally. The Articles of Organization are only required for forming a domestic LLC within Tennessee.

How are Foreign Entity LLCs in Tennessee taxed?

With the default tax classification, foreign LLCs in Tennessee are taxed the same way as domestic LLCs—as pass-through entities.

This means:

• Pass-Through Taxation: The LLC itself doesn’t pay federal income taxes. Instead, the profits and losses are passed to the members, who report their share of the business income and expenses on their tax returns.
• Tax Flexibility: LLCs can elect a different tax status. By filing the appropriate forms with the IRS, they can be taxed as an S-corporation or a C-corporation.
• State Taxes: Besides federal taxes, LLCs must comply with Tennessee state tax requirements, including Franchise and Excise Taxes. The Franchise Tax is based on the greater of the LLC’s net worth or the book value of its property in Tennessee, while the Excise Tax is based on the LLC’s net earnings.

This structure provides flexibility and can offer tax advantages depending on the LLC’s circumstances.

FAQs on Tennessee Foreign LLC Registration

Can I Be My Registered Agent for My Tennessee LLC?

Yes, you can be your own Registered Agent for your Tennessee LLC if you have a physical address in Tennessee where you can be reliably reached during business hours. However, many business owners prefer to hire a professional Registered Agent service for convenience and privacy.

Why Hire a Tennessee-Registered Agent Service?

Hiring a professional Tennessee-Registered Agent service offers several benefits:

• Privacy: Your address stays off public records.
• Compliance: Ensures you receive and promptly handle legal documents and official notices.
• Convenience: You can focus on your business without worrying about missing important paperwork or deadlines.

How Can I Withdraw My Tennessee Foreign LLC?

To withdraw your foreign LLC from Tennessee, you must apply for a Certificate of Withdrawal with the Tennessee Secretary of State. This document formally ends your LLC’s authority to do business in the state. Make sure all taxes and obligations are settled before filing.

Is a Physical Presence Required in Tennessee to Form an LLC as a Foreigner?

No, a physical presence in Tennessee is not required to form an LLC. However, you must appoint a Registered Agent with a physical address in Tennessee to receive legal documents and official correspondence on your behalf.

How Do I Amend a Foreign LLC in Tennessee?

To amend a Foreign LLC in Tennessee, file an Application for Amended Certificate of Authority with the Tennessee Secretary of State. This form updates the state records with any changes to your LLC’s name, address, or other key information. Ensure you include all necessary details and pay any required fees.

What Does It Mean to Do Business in Tennessee?

“Doing business” in Tennessee generally means engaging in activities requiring state registration. This includes having a physical location, hiring employees, selling goods or services, or conducting substantial business activities within Tennessee.

Does a Foreign LLC Have to File an Annual Report in Tennessee?

Yes, a foreign LLC must file an annual report with the Tennessee Secretary of State. All Tennessee LLCs and foreign LLCs registered in Tennessee must file a Tennessee annual report. These reports are due April 1st or on the first day of the fourth month after the close of your company’s fiscal year.