Foreign LLC Registration in Tennessee — Certificate of Authority

Out-of-state LLCs operating in Tennessee must register by filing an Application for Certificate of Authority (Form SS-4233). Fee: $50 per member, with a $300 minimum and a $3,000 cap (same per-member structure as domestic formation). For forming a new Tennessee LLC instead, see how to form a Tennessee LLC. For all types, see overview.

Tennessee's Per-Member Foreign Fee

Unlike most states that charge a flat foreign registration fee, Tennessee charges $300 PER MEMBER — the same per-member structure as domestic formation. This makes Tennessee one of the most expensive states for foreign LLC registration.

When Registration Required

• Physical office or store in Tennessee
• Employees in Tennessee
• Real property in Tennessee
• Recurring business in Tennessee

How to Register

File Form SS-4232 at sos.tn.gov:

1. Provide LLC name, home state, formation date
2. Tennessee registered agent information
3. Number of members (determines fee)
4. Certificate of Good Standing from home state
5. Pay $300/member

Ongoing Requirements

• Annual Report: $300 (due April 1)
• F&E tax: $300 minimum (if doing business in TN)
• Tennessee registered agent maintained
• Sales tax if applicable (7% + local)

FAQ

Why is foreign registration also $300/member?

Tennessee applies the per-member fee structure to both domestic formation and foreign registration. It's unique and expensive.

We file these for clients at a flat $199, which is the predictable half of the bill. Tennessee's own charge scales with membership, starting at the $300 minimum and climbing $50 for each member past six, and it is billed on top at cost. A year of Tennessee agent service comes out of our $199.