Tennessee Foreign Qualification

Tennessee offers plenty of opportunities to businesses of all sizes. But if your business was formed in another state, it’s important that you take steps to foreign qualify in order to legally operate in Tennessee.

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What is Foreign Qualification?

“Foreign” in this scenario refers not to another country, but another state. When a business is formed in a certain state, it is formed according to the laws and regulations within that state. When expanding operations into a different state, it’s considered a foreign business. Foreign qualification allows you to bring your business into the new state under its own rules and regulations for compliance.

Why Does A Company Need Foreign Qualification?

Why You Need To Do It – It’s important to foreign qualify so your business can maintain compliance. If an LLC or corporation has any plans on doing business in Tennessee, it will have to foreign qualify. This includes everything from opening a new storefront to just having a single representative working in the state.

When Should You Do It? – The sooner, the better. Once you finalize your decision to start operations in Tennessee, you should begin the process of foreign qualification. Generally, you will need to receive Tennessee foreign qualification if your company falls under any of the following criteria:

  • Has a physical presence in Tennessee
  • Buying a property there
  • Have remote employees
  • Accepts orders in Tennessee
  • Owns a bank account in Tennessee

What Happens If Your Entity Does Not Foreign Qualify?

If you fail to foreign qualify in Tennessee you will be unable to bring forth any lawsuit within the state. You’ll also be held liable for fines and penalties and will be disqualified from business operations within the state until you correct the issue and pay all fines. Your business may also be held liable for tax related fees, fines, and penalties.

Steps To Obtain Foreign Qualification

There are several steps that a business must take in order to obtain Tennessee foreign qualification. These include the following.

1. Obtain Certificates – Tennessee requires that you file an Application for a Certificate of Authority in order to foreign qualify. The name of the form is the same for both an LLC and Corporation but the forms are different. You can download these forms from the Secretary of State website. Aside from this form, you will also need to submit a Certificate of Existence. You can obtain this certificate from the company’s home state. If you plan on rendering professional services in Tennessee, you will have to file a certified copy of the foreign corporation’s charter with appropriate licensing authorities. Some counties may also require the publication of the filing.

2. Collect And Submit Information – You will have to provide a wide range of information related to your business.


  • LLC name
  • An assumed or fictitious name, if applicable
  • Name of the home state
  • The original date of LLC formation
  • Date when you will start transacting in Tennessee
  • Description of business activity
  • Name and address of the registered agent
  • The month when your fiscal year closes
  • The effective date of the certificate
  • The management structure
  • Number of LLC members
  • Duration of the LLC
  • Principal office street address
  • Mailing address
  • Whether the members are personally liable for the LLC’s debts and obligations
  • An authorized signature


  • Corporation name
  • An assumed or fictitious name, if applicable
  • Name of the home state
  • The original date you formed the corporation
  • Duration of the corporation
  • Description of business activity
  • Date when you will start transacting in Tennessee
  • Name and address of the registered agent
  • The month when your fiscal year closes
  • Principal office street address
  • Mailing address
  • Names and business addresses of current officers and directors
  • An authorized signature

3. Appoint Registered Agent – Your registered agent is responsible for handling all of the foreign qualification paperwork and much of your compliance as well. Most businesses turn to a third party provider like DoMyLLC for this so they can simplify their daily operations.

4. File The Application – Once you complete the forms, file them with the Secretary of State by mail or walk-in. There is a filing fee of $50 per member, with a minimum of $300 and a maximum of $3,000 for an LLC. The filing fee for a Corporation is $600.

5. Ongoing Maintenance – Businesses must file an annual report with the secretary of state each year to maintain compliance. This is due by the first day of the fourth month after the end of the fiscal year, which for most businesses means by April 1. The filing fee for corporations is $20 while LLCs must pay $50 per member up to a $300 maximum.

What Is the Difference Between Foreign Qualification And Incorporating?

Incorporation is a process that creates an entirely new business. Foreign qualification doesn’t create a new business or impact the operating structure of an existing one. It merely provides an LLC or corporation with the legal ability to operate in a state other than the it was formed in.

How DoMyLLC Can Assist With Streamlining The Process

Business leaders have a lot of information to manage and tasks to deal with. We take the process of foreign registration off your shoulders so you don’t have to do the work, leaving you free to focus on other aspects of your business. We provide:

  •     Dedicated account managers
  •     Full filing and registration service
  •     Name availability check
  •     Unlimited support when you need us

If you’re planning on opening your business’ doors in Tennessee, contact us to simplify the Tennessee foreign qualification process and ensure that you get the best results possible.

Tennessee Foreign Qualification FAQs

You must file an Application for a Certificate of Authority in order to foreign qualify.

The fee for filing is $50 for each member of your LLC. There is a minimum fee of $300 and a maximum fee of $3,000 for an LLC. The filing fee for a Corporation is $600.

Any business that operates outside of Tennessee that wishes to begin operations within the state.

No attorney is needed. However, businesses should still check with their lawyers to ensure that they are fully compliant.

Your certificate of authority will request basic business information including things like:

  • Business name
  • Business address
  • Date of formation
  • Mailing address
  • All member and manager names
  • Registered agent information

You’ll have to file for foreign qualification under a fictitious name and do business that way. This has no impact whatsoever on your business name in any other state.

Tennessee Business Resources:

Tennessee Office of Secretary of State
Phone Number:
(651) 296-2803

Tennessee Department of State
312 Rosa L. Parks Avenue, 6th Floor
William R. Snodgrass Tower
Nashville, TN 37243-1102

If you’re interested in more info on foreign qualification, call 888-366-9552.

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