Tennessee Foreign Qualification

May 29, 2025

Foreign qualification with the Secretary of State in Tennessee is the process by which a business that was originally formed in another state obtains the authority to operate in Tennessee. This allows the business to legally conduct operations, such as selling products or services, within the state of Tennessee.

There are 4 different ways to foreign qualify in Tennessee depending on your legal entity type and tax classification. Follow the guide below to help you register with the Secretary of State in Tennessee or use Mosey to do it.

Use Mosey to register with the Secretary of State in Tennessee.

Tennessee Foreign Qualification for Corporation

Foreign nonprofit corporations wishing to “transact business” in Tennessee must register with the Tennessee Secretary of State by filing an Application for Certificate of Authority Nonprofit Corporation (Form SS-4432). Tennessee provides a non-exhaustive list of activities that do not constitute “transacting business” in lieu of defining “transacting business.” The filing fee is $600. Applications can be submitted electronically or by mail.

  1. Obtain a Certificate of Existence

    Tennessee requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home state issued within 60 days.

  2. Establish a Registered Agent

    You must continuously maintain a registered agent in Tennessee designated to accept service of process. Your registered agent can be a Tennessee resident or a business authorized by the Secretary of State to "transact business" in Tennessee. Note: Your registered agent must have a physical address in Tennessee, P.O. boxes are not accepted.

  3. Register with Secretary of State Online

    Visit the Secretary of State’s Online Business Registration webpage and select “Nonprofit Corporation” on the Business Entity Type drop-down menu to complete and file your registration materials with the Secretary of State and pay the filing fee online.

Tennessee Foreign Qualification for LLP

If you will "transact business" in Tennessee, you must register with the Secretary of State by filing a Notice of Registration of Foreign Limited Liability Partnership (Form SS-4486). A list of activities not constituting "transacting business" can be found in the Tennessee Code. The filing fee is $50 per member with a $250 minimum, $2,500 maximum.

  1. Establish a Registered Agent

    You must continuously maintain a registered agent in Tennessee designated to accept service of process. Your registered agent can be a Tennessee resident or a business authorized by the Secretary of State to "transact business" in Tennessee. Note: Your registered agent must have a physical address in Tennessee, P.O. boxes are not accepted.

  2. Complete a Notice of Registration Form

    Fill out a Notice of Registration of Foreign Limited Liability Partnership (Form SS-4486).

  3. File Your Notice of Registration Form

    File your completed Notice of Registration of Foreign Limited Liability Partnership (Form SS-4486) and pay the filing fees with the Tennessee Secretary of State's Business Services Division by mail. Note: You must make a check, cashier’s check or money order payable to the "Tennessee Secretary of State."

Tennessee Foreign Qualification for LLC

Foreign limited liability companies wishing to "transact business" in Tennessee must register with the Tennessee Secretary of State by filing an Application for Certificate of Authority (Form SS-4233). A list of activities not constituting "transacting business" can be found in the Tennessee Code.

  1. Obtain a Certificate of Existence

    Tennessee requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home state issued within 60 days.

  2. Establish a Registered Agent

    You must continuously maintain a registered agent in Tennessee designated to accept service of process. Your registered agent can be a Tennessee resident or a business authorized by the Secretary of State to "transact business" in Tennessee. Note: Your registered agent must have a physical address in Tennessee, P.O. boxes are not accepted.

  3. Register with Secretary of State Online

    Complete online registration as a foreign limited liability company with the Secretary of State. This is equivalent to filing an Application for Certificate of Authority (Form SS-4233).

Tennessee Foreign Qualification for Corporation

Foreign corporations wishing to "transact business" in Tennessee must register with the Tennessee Secretary of State by filing an Application for Certificate of Authority (Form SS-4431). A list of activities not constituting "transacting business" can be found in the Tennessee Code.

  1. Obtain a Certificate of Existence

    Tennessee requires a Certificate of Existence (also known as a Certificate of Good Standing) from your home state issued within 60 days.

  2. Establish a Registered Agent

    You must continuously maintain a registered agent in Tennessee designated to accept service of process. Your registered agent can be a Tennessee resident or a business authorized by the Secretary of State to "transact business" in Tennessee. Note: Your registered agent must have a physical address in Tennessee, P.O. boxes are not accepted.

  3. Register with Secretary of State Online

    Complete online registration as a foreign for-profit corporation with the Secretary of State. This is equivalent to filing an Application for Certificate of Authority (Form SS-4431).

What else do I need to know?

Once you are registered with the Secretary of State, you may have additional requirements to maintain your "good standing" in the state. Failing to do so can result in fines, back taxes, and forfeiting certain priveleges within the state.

Maintaining a Registered Agent

Most states require that you have a registered agent that can receive important mail from the Secretary of State should they need to contact you. There are many commercial options available or you can use Mosey to be your registered agent and keep your information private in Tennessee.

Annual Reports and Taxes

In addition to maintaining a registered agent, most states require you to file a report annually. Registration can also trigger state taxes such as a franchise tax or income tax. You can use Mosey to identify these additional requirements to maintain good standing in Tennessee.

Tennessee's Foreign Qualification Agencies

Review your compliance risks, free.

More from the blog

Learn how to keep your business compliant in all 50 states across payroll, HR, Secretary of State, and tax.

How To Create a Company Cell Phone Policy With 3 Examples

A clear-cut company cell phone policy is a valuable asset in the modern workplace. Today, mobile devices are often needed to perform vital job functions, but without proper guidelines, they can cause distractions, security issues, and legal risks. A solid phone policy ensures everyone understands company expectations while promoting productivity and corporate compliance. This article highlights the importance of a cell phone policy, the process of developing one, and how Mosey can help.

Gabrielle Sinacola | Jan 20, 2025

HR Assessment: Evaluating Providers, Tools, Strategy & More

HR compliance can be downright overwhelming. The same goes for employee turnover, fostering a healthy culture, and ensuring HR actually helps drive growth rather than impede it. Unfortunately, with so many organizations operating with HR blind spots, those feelings are often well-founded. However, a comprehensive HR assessment illuminates these blind spots by evaluating everything from basic compliance to strategic initiatives. This thorough audit of tactical and strategic HR functions reviews initiatives, processes, and procedures to highlight strengths, pinpoint weaknesses, and provide a roadmap for improvement.

Paul Boynton | May 6, 2025

HR Risk Management: 8 Types and How To Mitigate

Human resources (HR) risk management is a critical part of any organization’s operational strategy. The risk management process involves identifying, assessing, and mitigating risks associated with managing a workforce. These risks range from compliance challenges to employee behavior issues, and their effective management can keep your workplace stable, productive, and legally compliant. Mosey’s guide explores eight key types of HR risks, why they matter, and how to mitigate them to protect both your employees and your organization on the whole.

Gabrielle Sinacola | Dec 14, 2024

Ready to get started?

Schedule a free consultation to see how Mosey transforms business compliance.