What is a Tennessee certificate of authority?
Companies are required to register with the Tennessee Secretary of State before doing business in Tennessee. Businesses that are incorporated in another state will typically apply for a Tennessee certificate of authority. Doing so registers the business as a foreign entity and eliminates the need to incorporate a new entity.
Operating without a certificate of authority may result in penalties or fines. In addition to the state’s requirements, licensing agencies, banks, and vendors will often request a certificate of authority.
When do I need a certificate of authority?
The most common reasons for applying for a certificate of authority include:
- Opening an office or physical location within the foreign state
- Hiring an employee who resides within the state
- Before beginning a contract or a job in a new state
- A vendor or bank’s requirements
- Licensing authority requirements
How do I get a Tennessee certificate of authority?
To obtain your Tennessee Certificate of Authority, you will submit an Application for Certificate of Authority, along with required certificates or certified copies from your home state. You will need to appoint a registered agent in order for your filing to be approved. Be sure to follow the state’s instructions carefully, as they can reject a document for the smallest error.
For Foreign Corporations:
| Agency: | Tennessee Secretary of State - Division of Business Services |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $600 |
| Law: | |
| Notes: | A business email address must be provided when filing. |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 60 days. |
For Foreign Limited Liability Companies:
| Agency: | Tennessee Secretary of State - Division of Business Services |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $50 per member, $300 minimum and $3,000 maximum fee. |
| Law: | |
| Notes: | A business email address must be provided when filing. |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 60 days. |
For Foreign Nonprofit Corporations:
| Agency: | Tennessee Secretary of State - Division of Business Services |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $600 |
| Law: | |
| Notes: | A business email address must be provided when filing. |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 60 days. |
For Foreign Professional Corporations:
| Agency: | Tennessee Secretary of State - Division of Business Services |
| Form: | |
| Filing Method: | Mail or online. |
| Agency Fee: | $600 |
| Law: | |
| Notes: | A business email address must be provided when filing. |
| Certified Copy Requirement: | Certified copies not required. |
| Certificate of Good Standing Requirement: | Certificate of existence dated within 60 days. |
For Foreign Limited Partnerships:
For Foreign Limited Liability Partnerships:
What do I need from my home state?
In order to obtain a Tennessee Certificate of Authority, you must also submit:
- Limited Liability Company: Certificate of existence dated within 2 months.
- Corporation: Certificate of existence dated within 2 months.
- Limited Partnership: Certificate of existence dated within 60 days.
- Limited Liability Partnership: Certificate of existence dated within 60 days.
- Nonprofit Corporation: Certificate of existence dated within 2 months.
- Professional Corporation: Certificate of existence dated within 60 days.
What is a registered agent?
A registered agent receives service of process and government notices on behalf of your business. When you prepare your Tennessee Certificate of Authority application, you must list a registered agent with a physical address within the state (P.O. Boxes are not allowed).
Many businesses do not have an individual or physical address in a new state. Listing our local registered agent address on your certificate of authority application meets the state’s requirements. Additionally, you get same day document scanning from our local office in all 50 states and DC. Our registered agent service is a flat rate of $99 per year, and you can easily add our service to any certificate of authority order.
What is the contact information for the state?
Tennessee Secretary of State - Division of Business ServicesPhysical Address:
312 Rosa L. Parks Avenue, Snodgrass Tower, 3rd Floor
Nashville, TN 37243
Mailing Address:
312 Rosa L. Parks Avenue, Snodgrass Tower, 6th Floor
Nashville, TN 37243
Phone: (615) 741-2286
Website: https://sos.tn.gov/business-services
Name Search: https://tnbear.tn.gov/ECommerce/FilingSearch.aspx
Online Filing: https://tnbear.tn.gov/ecommerce/default.aspx
Email: business.services@tn.gov
