Tennessee Foreign LLC – Qualification and Registration


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If you already have an LLC in another state and want an LLC in Tennessee, then starting an LLC would be somewhat different. You must register as a foreign LLC. We have here a guide on how you can qualify and register for a foreign LLC in Tennessee

Forming a Tennessee Foreign LLC

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. To start a foreign LLC in Tennessee, you need to register it with the Tennessee Secretary of State.

Step 1: Choose Tennessee Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements at the Tennessee Secretary of State. Your LLC’s legal name outside of Tennessee will be listed on the application, along with the name it will use in Tennessee. Take note of the requirements for naming your LLC

Check name availability at Tennessee’s business entity names and reserve your LLC name.

Step 2: Select Tennessee Foreign LLC Registered Agent

You’ll need a registered agent to form a foreign LLC in Tennessee and take note that a Tennessee registered agent must have a local address. Here are three of the best LLC services on our list that will provide you with registered agents to ease your worries: 

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Step 3: File Registration of Tennessee Foreign LLC 

Fill out and submit a Foreign LLC Application for Registration form via email to TNSOS.ATS@tn.gov or by mail to Secretary of State’s office at 6th FL – Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243.

Include the following:

  • LLC’s full legal name. 
  • A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
  • LLC’s principal office and mailing addresses.
  • LLC formation state and date.
  • Registered agent’s name and address in Tennessee.
  • Date when your LLC will start operations in Tennessee.
  • Credit card information on the last page of the form for the $150 application fee. 

The LLC cost in Tennessee, even for foreign LLCs will differ between online filing and by mail.

Step 4: Determine How Your Tennessee Foreign LLC is taxed

Foreign LLCs are also subjected to the Tennessee Business Privilege Tax, and they must file LLC annual reports each year.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Steps to Filing Tennessee Foreign LLC Online

Time needed: 5 minutes.

To start your foreign business as a Limited Liability Company in the State of Tennessee, you must first register your business with the Secretary of State of Tennessee office to obtain the Certificate of Authority. The State offers online and offline filing options. The cost of registration is $300+. When your application is approved by the State office, you will receive the Certificate of Authority of your business documents from the Secretary of State office. We have explained the aspects you need to cover when you apply for Foreign Business Registration in Tennessee.

Following are the steps to register the Foreign LLC online:

  1. Visit the Official website of the Tennessee Secretary of State

    Go to the Businesses tab on the official Tennessee Secretary of State website. On the State main web page, click on the ‘Businesses’ option on the top toolbar.tennessee-foreign-llc

  2. Choose the File new Business Online” option

    Click on the File New Business Online tab in the circle.tennessee-foreign-llc

  3. Click on Start Now Option

    On the next page, you will see a red “Start Now” button. Click on that.tennessee-foreign-llc

  4. Choose Business Entity Type

    Select “Limited Liability Company” from the business entity type- drop-down menu & check the box before “I Attest That”tennessee-foreign-llc

  5. Start Filing the Application Form

    The application form is displayed on the screen. Enter the business entity name and confirm the same. Select the formation locale as ‘Foreign Business’. If your business is a Series LLC, you can accordingly select the same. Next, press the ‘Continue’ tab.

  6. Proceed with other details & signatures

    Fill in the required details on all the subsequent pages. Make sure that you have filled in the information correctly. Put all the relevant signatures of the signatories.

  7. Make the Payment

    Once you have correctly filled the application form, proceed to the payment gateway page and make the payment as per your business structure, i.e. $300+ $50 for every member. You receive an acknowledgment of your application, once you have submitted it successfully.

Filing Tennessee Foreign LLC by Mail

If you wish to file your Tennessee Foreign Business LLC Certificate of Authority application by mail, you can do so easily.

  •  Download the application form PDF (Form SS-4233) on your device.
  • Read the instructions attached to the form carefully and accordingly fill in the details.
  • You can attach the Certificate of Existence issued by the State of Original Jurisdiction.
  • After you have reviewed all the details thoroughly in the application form, issue a money order or check payable to the Tennessee Secretary of State.
  • Compile all the documents together and mail it to the following address, Business Services Division, Tre Hargett, Secretary of State, State of Tennessee 312 Rosa L. Parks AVE, 6th Fl. Nashville, TN 37243-1102.
  • You can also submit your walk-in application to the Secretary of State Business Services Division located at 6th FL – Snodgrass Tower, 312 Rosa L. Parks Ave, Nashville, TN 37243.

After Forming Tennessee Foreign LLC

Here are added things you need to accomplish after forming your Tennessee Foreign LLC

  1. Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search.
  2. File LLC annual reports and Business Privilege Tax.
  3. Pay State Taxes like sales tax; you’ll need an EIN for your LLC

It is convenient plus easy to file for the foreign LLC if you are doing it online. The steps are very easy and that’s why it’s possible to go along with the steps and form the foreign LLC in Tennessee. 

How Much Does It Cost to Register a Foreign LLC in Tennessee

The first step in registering a foreign LLC in Tennessee is to get a certificate of authority. You can fill out an application for a Certificate of Authority online or download a paper form and mail it to the Secretary of State’s office. The Secretary of State also has several forms and fees for foreign entities, which vary by type. Depending on your business model, you may need to pay separate fees for both types of filing.

After you have obtained a certificate of authority, you need to file it with the Tennessee Secretary of State’s office. You will need to keep your certificate of good standing current for two months or less. To keep your business operating legally, you must also maintain a registered agent in Tennessee. This fee is usually $300 or $3000. You must pay this fee for each member of your foreign LLC.

Once you’ve secured the EIN, the next step in registering a foreign LLC is to complete Articles of Organization. Depending on your state, you might have to pay between $300 and 3,000 dollars for this filing. It’s a good idea to have an operating agreement for your new LLC. While not required, an operating agreement will help you keep ownership disputes at bay.

F.A.Qs

What is a foreign LLC in Tennessee?

If your LLC is formed under the laws of another state, it is referred to as a foreign LLC in Tennessee.

Do I need a foreign LLC?

Businesses incorporated outside of the state where they operate must have “foreign qualifications” issued in the other states.

What is the main difference between domestic and foreign LLC?

A domestic LLC is a company registered in Tennessee as an LLC. The entity type that has a physical presence in another state is a foreign LLC.

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