Foreign qualification is the process by which a business entity formed in another state seeks permission to operate in Tennessee. This involves registering with the Secretary of State in Tennessee and complying with the state's laws and regulations to conduct business activities within its jurisdiction.
There are 2 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.
Avoid the hassle of doing it yourself and use Mosey to automate foreign qualification, annual reports, and registered agent service.
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.
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.
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.
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 C 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.
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.
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.
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.
