Register Your Tennessee Foreign Corporation

Your corporation needs a name to operate in Tennessee. Ideally, you’ll be able to use the same name you previously incorporated under, but it may already be claimed by another business in the state. To see if your corporation name is available, consult a state business name search.

If your name is not in use by another business in Tennessee, you can use it on your Application for Certificate of Authority. However, if someone’s already claimed that name, you’ll also need to distinguish your corporation from it by choosing an assumed name for use in Tennessee.

Getting a federal trademark for your corporation’s name can help get you exclusive use of it for your industry in all fifty states.

You used a registered agent when you incorporated in your corporation’s primary state of operation, but each state requires a registered agent that is physically located within its own borders. If you don’t already have someone who can be your agent living in Tennessee, you’ll need to hire a Tennessee registered agent who can receive legal notice for your corporation.

Northwest has offices in every state, so we can be your corporation’s registered agent anywhere in the US. Planning to expand beyond Tennessee? We also offer bulk discounts when using Northwest for your agent in five states or more.

Once your business is legal in the new state, you’ll want to be ready to make sales. Forming your business identity, or the way you present yourself to your potential clients, can prepare customers for your upcoming products and services.

Maybe you’ve never started getting your business out there. Now’s a great chance to start a business website or get a custom business email address.

Maybe you already have a digital presence, but now you want to make it easier for out-of-state people to find you, and start building awareness and a trustworthy reputation in your new territory. Consider getting a phone service that has the local area code or a local business address to use on documents where possible. Either way, make sure your business has a way to market itself in the new state, especially if you are not opening a brick-and-mortar.

A certificate of existence (also called a certificate of good standing in some states) verifies your corporation is registered in its state of origin. It will also verify that the corporation is up to date with annual reports and doesn’t owe any outstanding taxes or fees. Tennessee requires a certificate of existence from foreign corporations filing an Application for Certificate of Authority. Individual states have different requirements for getting a certificate of existence, but it should be available through any Secretary of State’s office.

When you file a certificate of good existence with the Tennessee Secretary of State, the certificate must have been issued within 60 days before filing your Application for Certificate of Authority.

You can submit a paper Application for Certificate of Authority form in person or by mail, or you can file with Tennessee’s Business Services Online system.

Filing costs $600. Filing online also comes with a service fee, either $0.95 for e-check payments or 2.29% of the transaction amount for credit or debit cards ($13.74).

Your form must include:

• Corporation name
• Name the corporation will use in Tennessee, if different from the original name
• State where the business is incorporated
• Original incorporation date
• Duration of incorporation (if not perpetual)
• Date which the corporation began operating in Tennessee, if prior to filing this application
• Additional designation for the company, such as bank, insurance company, trust or professional corporation
• Name and office address of the corporation’s registered agent
• Month the corporation’s financial year closes
• Date and time the filing will be effective by, if not at the time the application is processed (up to 90 days later)
• Name, address and email address for the corporation’s principal office
• Corporation’s mailing address (if different from principal office address)
• Titles, names and addresses of corporation’s current officers
• Names and addresses of corporation’s current board of directors
• Indication that the business is a professional corporation and the profession it is licensed for
• Dated signature and name of person authorized to act for the corporation in filing the application, done under their specified capacity (such as director or registered agent)

You will receive instant confirmation of your foreign corporation’s Certificate of Authority when filing online. Mailed filings take at least four days for processing, after which a file stamped copy of your form and an acknowledgment letter will be mailed to you.

Your corporation will need to file additional Tennessee taxes and reports on top of the ones required by its home state.

• Excise, Franchise and Business Taxes: Tennessee has two taxes all for-profit businesses must pay: a flat 6.5% Tennessee Excise Tax on net earnings, and a franchise tax of $0.25 per $100 of net worth or value of tangible property in Tennessee (whichever is higher). Corporations with over $10K in gross receipts also must pay a business tax to the Department of Revenue. Rates vary for that tax depending on how your business is classified, but the minimum you’ll pay is $22.
• Annual Report: Your foreign corporation’s annual report is due on the first day of the fourth month of your fiscal year. This is usually April 1st. You can file your report online, or with a paper form by mail. Filing the annual report costs $20.