You want to do business in the state of Tennessee but are registered as a LLC in another state.  In order to legally conduct business in the state of Tennessee you must register with the Tennessee Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Tennessee is called Tennessee LLC Foreign Qualification.

The process of Tennessee LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Tennessee.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Tennessee Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Tennessee Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Tennessee are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Tennessee, a Tennessee lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Tennessee.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Tennessee.

The California LLC needs to register with the Tennessee Secretary of State as a Tennessee Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

The short answer is no.  The state of Tennessee does not legally require a lawyer to form a Tennessee Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Tennessee Foreign LLC.  However, if there is anything about forming a Foreign LLC in Tennessee that you're not sure about you should seek the advice of a competent Tennessee lawyer, a Tennessee accountant, or both before you form a Foreign LLC in Tennessee.

Once you have made the decision to form a Foreign LLC in Tennessee, a Tennessee lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Tennessee Foreign LLC.

You are not legally required to reserve a Company Name for a new Tennessee LLC Corporation before you submit your application to Form a Foreign LLC in Tennessee.

The LLC name that you have registered in your home state may or may not be available in Tennessee.  In that case you need a different name your Tennessee Foreign LLC.  Whether or not you need to reserve a company name for your new Tennessee Foreign LLC depends entirely on your business situation.  The Tennessee Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Tennessee Foreign LLC Name.

If the Name you have chosen for your new Tennessee Foreign LLC is already in use by a currently active Tennessee Corporation or LLC then you will have to register a DBA Name with the Tennessee Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Tennessee Foreign LLC is available before we submit your Foreign LLC filing to the Tennessee Secretary of State.  If necessary we can register a DBA Name in Tennessee for you so that you can open your new Tennessee business as quickly as possible.

1. Prove that you are registered in a state other than Tennessee as a Domestic LLC
2. Choose a name for your Tennessee Foreign LLC
3. File Registration Documents with the Tennessee Secretary of State
4. Determine how you want your Tennessee Foreign LLC to be taxed

1. Prove that you are registered in a state other than Tennessee as a Domestic LLC
   
   In order to register as a Foreign LLC in the state of Tennessee, you must first prove that you are registered in another state as a Domestic LLC.  You prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the state in which you are registered as a Domestic LLC.  Cost of a Good Standing Certificate for your Domestic LLC varies from state to state.
   
   
   If you already have a Good Standing Certificate from your home state, please note that it must be dated no older than 2 months from the date of your application for Tennessee LLC Foreign Qualification.
   
   
   If the date on your Good Standing Certificate is older than 2 months then you need to get an updated certificate.   If you get your own Good Standing Certificate you must scan and email or send a copy to us before we submit your application for a Tennessee Foreign LLC.
   We can get your LLC Good Standing Certificate from any state - in most states within 2-3 hours.
2. Choose a name for your Tennessee Foreign LLC
   
   You can use the same name in Tennessee that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Tennessee Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Tennessee Foreign LLC name that you choose must be distinguishable from the name of any other registered Tennessee LLC or other business entity and the name must also be different from any reserved names on record with the state of Tennessee.  Your Tennessee Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Tennessee Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Tennessee Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Tennessee Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Tennessee Secretary of State (and pay a fee).
   We will check to make sure that your requested Tennessee Foreign LLC name is available and conforms to all state of Tennessee Limited Liability Company naming regulations.
3. File Registration Documents with the Tennessee Secretary of State
   
   In order to Qualify as a Foreign LLC in Tennessee you must file Registration Documents with the Tennessee Secretary of State.  In Tennessee the registration documents are named "Application for Certificate of Authority".
   
   The registration documents must include certain specific information about your Tennessee business.  If the LLC Registration Documents do not conform exactly to state of Tennessee Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Tennessee Foreign LLC has been approved, you may amend the registration documents for your Tennessee Foreign LLC but you will have to pay a fee to the state of Tennessee in order to make the changes official.
   
   
4. Determine how you want your Tennessee Foreign LLC to be taxed
   
   The Tennessee Corporate Income Tax Rate is 6.5%.  You may choose that your Tennessee Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Tennessee Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Tennessee Corporate Income Tax.
   
   If you form a Single Member Tennessee Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Tennessee Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Tennessee Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Tennessee Foreign LLC will be taxed as a Partnership.
   
   Click here for more Tennessee Corporate Tax Information .
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Tennessee Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
2. File the required reports for your Tennessee Foreign LLC
3. Keep proper records of your Tennessee Foreign LLC on file
4. Pay your taxes to the state of Tennessee

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Tennessee Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Tennessee Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Tennessee Foreign LLC within Tennessee you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Tennessee Foreign LLC vary depending on your business activities and the specific locations within the state of Tennessee in which you want to conduct business.
   
   If your Tennessee Foreign LLC will be selling products in Tennessee you may be required to obtain a Reseller's Permit from the appropriate Tennessee state agency.  If your Tennessee Foreign LLC will be selling products in Tennessee you will also be responsible for all applicable local and state of Tennessee sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Tennessee Foreign LLC
   
   The Tennessee Annual Report includes basic information about your Tennessee Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Tennessee Annual Report to the Tennessee Secretary of State on or before the due date may subject the Tennessee Foreign LLC to being administratively dissolved in the state of Tennessee or having its authority to transact business in the state of Tennessee revoked by the Tennessee Secretary of State.
   
   Penalties may accrue if you fail to file any Tennessee Foreign LLC Annual Report to the Tennessee Secretary of State by the due date.
   
   
3. Keep proper records of your Tennessee Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Tennessee Foreign LLC:
   • Names and addresses of all Members and Managers of the Tennessee Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Tennessee Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Tennessee Foreign LLC
   • Copies of all tax returns and Annual Reports for the Tennessee Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Tennessee
   
   Foreign LLCs that either do business in the state of Tennessee or that derive income from sources within the state of Tennessee are subject to Tennessee and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Tennessee, you must allocate the amount of income derived from the state of Tennessee in order to determine your Tennessee state taxes.

In order to Form a Foreign LLC in Tennessee you'll need the following information about your LLC:

• The name of your new Tennessee Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Tennessee (not a PO Box)
• A description of the nature of the business you are planning to operate with the Tennessee Foreign LLC
• A good standing certificate from your home state no older that 2 months
• Whether the Tennessee Foreign LLC will be managed by LLC Members or Managers
• When the Tennessee Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)
• The yearly tax closing month of the Tennessee Foreign LLC

Remember - ALL the information that you provide when you Form a Foreign LLC in Tennessee becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Tennessee.

Processing times for new Tennessee Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Tennessee Foreign LLC applications takes the state around 1-2 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Tennessee Foreign LLC.

The Tennessee Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Tennessee Secretary of State.

In our experience 1-2 business days is the time it usually takes the Tennessee Secretary of State to process a new Tennessee Foreign LLC application. We get your Tennessee Foreign LLC application to the TN Secretary of State ASAP. Once it is at the state we have no control over the new Tennessee Foreign LLC application process.

The state of Tennessee charges $320.00 to Form a Foreign LLC in TN.  Also add the cost of a good standing certificate from your home state.   If you choose All Business Documents to help you Form your Foreign LLC in Tennessee our processing fees are $115.00.  This includes:

• Same day processing in of your new Tennessee Foreign LLC order
• TN Name Check and Reservation
• Prepare Application for Certificate of Authority
• File Formation Documents with the Tennessee Secretary of State
• Certified Copies of Formation Documents
• Tennessee Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support