Withdraw A Foreign Tennessee Business

In this guide to withdrawing a foreign LLC or corporation in Tennessee, we’ll go over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel it, and anything else you need to know.

Steps to Withdraw a Foreign LLC or Corporation in Tennessee

If your out-of-state business has stopped operating in Tennessee, you should:

1. File an application with Tennessee’s Department of State (DOS) to withdraw your foreign LLC or corporation.
2. Check with Tennessee’s Department of Revenue to ensure all tax and fee obligations are satisfied.
3. Notify your Tennessee registered agent (if you have one) that you’re withdrawing.

Getting all of your proverbial ducks in a row when you withdraw your business from Tennessee will make sure that you business isn’t hit with any future fines, fees, or liens.

What forms do I file to withdraw my foreign business from Tennessee?

Using official state forms is not required; you may draft your own application for withdrawal, however Tennessee does provide withdrawal forms for both foreign LLCs and foreign corporations.

• Foreign LLCs submit a completed Application for Cancellation of Certificate of Authority to Tennessee’s Department of State (DOS).
• Foreign corporations will need to submit a completed Application for Certificate of Withdrawal to the Tennessee DOS.

Note: Both forms cost $20 to file.

How do I file the withdrawal application?

Tennessee accepts filings by mail or in person:

Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243

Foreign Tennessee LLC or Corporation Withdrawal FAQ

Do you need a Tennessee Department of Revenue clearance first?

You will need tax clearance before the state will process your withdrawal, but you don’t have to get it yourself.  The Division of Business Services will request the tax clearance from the Tennessee Department of Revenue.

If I don’t file an annual report, how long before I lose my Certificate of Authority?

After it is served with notice that the Department of State, Division of Business Services has grounds for revocation, the corporation or LLC has two months to file the report. If the business does not file its Tennessee Annual Report, it will be administratively revoked by the state.

Is it better to not file the annual report instead of paying to cancel a foreign business?

No. If you do not properly withdraw your business in Tennessee, it may be subject to fines, fees, and interest. It is better to properly wind up your business in the state.

What are the late fees and penalties to re-register if your registration is forfeited?

If your foreign Tennessee LLC is administratively revoked, you can choose between reinstating and withdrawing.

Reinstatement:
If you choose to continue your corporation or LLC, you will file an Application for Reinstatement. The application costs $70. When you are administratively revoked for failing to file the annual report, you will also have to pay any unpaid annual report fees before you can be reinstated.  The Tennessee LLC annual report fee is $50 per member with a $300 minimum. The corporation annual report fee is just $20.

LLCs file Form SS-4240 Application for Reinstatement following Administrative Dissolution/Revocation
Corporations file Form SS-4439, Application for Reinstatement following Administrative Dissolution/Revocation

Withdrawal:
If your business has been administratively dissolved and you do not want to reinstate in Tennessee, you can just withdraw from the state instead. The filing fee to withdraw your foreign corporation or LLC is $100.

Corporations file Form 4436, Certificate of Withdrawal following Administrative Revocation
LLCs file Form 4254, Cancellation of Authority following Administrative Revocation

Is a registered agent required to accept service of process after a withdrawal?

How long a registered agent has to accept service depends on what the corporation or LLC puts on the withdrawal or cancellation form.  When a business withdraws or cancels, it can choose to:

• Continue its registered agent and office in Tennessee; or
• Revoke the authority of its registered agent and appoint the Secretary of State as its agent for service.

Of course a Tennessee agent resignation is also an option for a registered agent who no longer wishes to serve that function.

What is the difference between withdrawing and dissolving a business?

Foreign entities withdraw their business from a foreign jurisdiction. Domestic entities dissolve their business in their home state.

For example, an LLC that originated in Tennessee is domestic to Tennessee. If it stopped operating in the state, it would need to dissolve the business. If it operated as a foreign business in another state, it would need to withdrawal from that state if it wanted to close up shop.

Learn how to dissolve a TN LLC or a TN corporation.

What if I want to start a foreign LLC or corporation in Tennessee?

Boomer Sooner, you’re in luck! Head over to our comprehensive guides on how to form a foreign Tennessee LLC or start a foreign Tennessee corporation. Or hire us to do it for you!