How to Start a Foreign LLC in Tennessee (Step-by-Step Guide)

If you have an LLC in Tennessee and want to expand your business beyond Tennessee, you must form a foreign LLC. Any business, especially a limited liability company, located in other states, starts its operation in Tennessee, must file a foreign LLC in Tennessee. To do so, every LLC needs to file additional filing documents, along with tax and relevant documents with the Tennessee government.

In this article, you’ll be reading about how to start a foreign LLC in Tennessee. Along with that, the page guides you through the steps involved in managing and maintaining a foreign LLC in Tennessee after you form it.

Forming a Foreign LLC in Tennessee

A foreign LLC does not need to be a company from another country but a business formed under the laws of another state. If you register your LLC in one state and operate your business in Tennessee, you probably need to register your LLC as a foreign entity here. Imagine, if your family owns a sushi restaurant in Alabama and you want to expand the chain somewhere in Texas, you must establish your restaurant in Texas as a foreign entity.

Anyone who has an active and in good standing LLC anywhere (except for Tennessee) and wants to expand their operations in Tennessee can file their LLC as a foreign entity. To start a foreign LLC in Tennessee, you need to register it with the Tennessee Secretary of State. Every state has a different rule for establishing a foreign LLC. Here are the steps to follow in Tennessee for registering a foreign LLC.

Note: These are generic steps to file a foreign LLC in Tennessee. Make sure to check with the State Secretary of State, before you start filing your business. – LLCBuddy Team

Step 1: Get the Certificate of Existence From Home State

Before you proceed to register your LLC in Tennessee as a foreign entity, you must get the Certificate of Existence issued from your home state SOS. This is an important document to register an LLC in a foreign state.

If your LLC is originally registered in Tennessee, then you must obtain the Certificate of Existence from Tennessee Secretary of State. If your LLC is in other states, the name of the same document might be different. Every LLC, registered in any state other than Tennessee must get this document to register a foreign LLC in Tennessee.

Filing Certificate of Existence: To obtain the Certificate of Existence, you need to Search Business using the Secretary of State Control Number. You can request a Certificate of Existence by submitting the online form.

Step 2: Choose Tennessee Foreign LLC Name

Obtain a name reservation certificate and submit it with your foreign qualification requirements to the Tennessee Secretary of State. Your LLC’s legal name outside of Tennessee will be listed on the application, along with the name it will use in Tennessee. Take note of the requirements for naming your LLC.

You can use the same name as your domestic LLC name, however, that name should be available in Tennessee to use. Check name availability at Tennessee’s business entity names and reserve your LLC name. There are a bunch of LLC naming guidelines in Tennessee when it comes to forming a foreign LLC. Check the guidelines before you name your business.

Step 3: Select Tennessee Foreign LLC Registered Agent

A registered agent is a person responsible for receiving all official and legal documents on behalf of your company, whether it is located domestically or in a foreign state. For a foreign LLC in Tennessee, you must have a registered agent from Tennessee only. No matter where your domestic LLC is located, you must hire a registered agent from Tennessee for your foreign LLC.

You’ll need a registered agent to form a foreign LLC in Tennessee and take note that the Tennessee Registered Agent must have a local address. Here are the best LLC services on our list that will provide you with registered agents to ease your worries:

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Step 4: File Application for Registration for Tennessee Foreign LLC

The most important step is to send the application for registration with Tennessee SOS. Download the PDF form from the Tennessee Secretary of State website or file it online (whichever method is available). The form must be filled out with the following details:

LLC’s full legal name.
A fictitious name or a DBA (only if your LLC’s legal name is not available); Attach a statement of adoption of the fictitious name signed by all LLC members.
- DBA filing method in Tennessee: two methods, by mail and in person.
- Online: There is no online filing available
- Offline: For filing offline in Tennessee, you must send the accomplished DBA filing form to the Tennessee Secretary of State, Division of Business Services, 312 Rosa L. Parks Avenue, 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243 or drop it off in person at the same address.
- DBA filing fee in Tennessee: varies by county
LLC’s principal office and mailing addresses
LLC formation state and date.
Registered agent’s name and address in Tennessee.
Date when your LLC will start operations in Tennessee.
Credit card information is on the last page of the form for the application fee.

Online Filing

The Tennessee foreign LLC filing by following the online method can be done by submitting the Online Foreign LLC Registration Form. To process the filing, fill out the form properly with all the information related to your LLC. At the end of the form submission, you need to pay the designated fee. For that, you might need to register/login to the SOS portal.

Offline Filling

To file the Tennessee foreign LLC offline, get the Foreign LLC Registration Form (PDF). Download the form, fill it up with the proper information, and submit it by mail or in person by visiting the SOS office. The mailing address is Corporate Filings, 312 Rosa L. Parks Avenue, 6th Floor, William R. Snodgrass Tower, Nashville, Tennessee 37243.

Foreign LLC Registration Fee in Tennessee: A $300 processing fee is charged to establish a foreign LLC in Tennessee. Be it online or offline filing, the processing fee is the same for both. However, for offline filing, an additional charge may apply for paper handling and copies.

The LLC cost in Tennessee, even for foreign LLCs will differ between online filing and by mail. Also, read about what’s the major difference between Tennessee’s domestic and foreign LLCs.

Step 5: Determine How Your Tennessee Foreign LLC is taxed

Foreign LLCs are also subjected to the Tennessee Business Privilege Tax and must file LLC annual reports each year. If you have a single-member foreign LLC then it will be considered as a ‘disregarded LLC’ by IRS. That means the LLC will not be regarded as a company but it will be taxed as an individual (the owner). If you already have an LLC in the home state, you must have obtained the EIN as well. You don’t need to obtain the EIN in Tennessee for a foreign LLC separately as it is issued from the IRS.

For other types of LLCs (member-managed or manager-managed LLCs), it will be a ‘pass-through taxation‘ where the LLCs don’t get taxed separately, instead, the members and managers are taxed based on their personal income. So, foreign LLCs are taxed as same as domestic LLCs in Tennessee. However, it is recommended to check with the Tennessee Secretary of State for state-wise taxes.

Note that forming a foreign LLC would be good for your business as you can legally operate in a different state thus reaching a larger market and opening more opportunities for higher profit.

Filing Tennessee Foreign LLC Online – Quick Recap

Get the Certificate of Existence from your home state where your LLC is originally registered
Check if the name of your LLC is available in Tennessee to use for your foreign LLC. If not, file DBA name with Tennessee SOS.
Get a registered agent in Tennessee to represent your foreign LLC in Tennessee. Recommended, professional help instead of being your own registered agent.
File the Application of Foreign LLC with the Tennessee Secretary of State following the mentioned method(s) above.
Make the processing fee.

BOI Reporting

According to the Corporate Transparency Act, every LLC (or business) has to send a BOI reporting to the Financial Crimes Enforcement Network (FinCEN). Once you establish an LLC and if it is enlisted under the list of reporting companies, you must file your BOI report in Tennessee with the FinCEN.

After Forming Tennessee Foreign LLC

Here are added things you need to accomplish after forming your Tennessee Foreign LLC

Obtain Business Licenses. Find the business licenses you’ll need using the Business License Search. You can contact the license office at Tennessee Secretary of State.
File LLC annual reports and Business Privilege Tax. You must file an Annual Report before the stipulated time frame after forming your LLC in Tennessee. Here’s everything about Tennessee LLC Annual Reports.
Pay State Taxes like sales tax; you’ll need an EIN for your LLC.

FAQs

How do I form a foreign LLC in Tennessee?

To form a foreign LLC in Tennessee, you must file an Application for Registration with the Tennessee Secretary of State.

Can a foreign LLC do business in Tennessee without registering?

No, a foreign LLC must register with the Tennessee Secretary of State before conducting business in the state.

What is the filing fee for registering a foreign LLC in Tennessee?

The filing fee for registering a foreign LLC in Tennessee is $600.

Do I need a registered agent for my foreign LLC in Tennessee?

Yes, a registered agent is required for a foreign LLC in Tennessee.

Can I be my own registered agent for my foreign LLC in Tennessee?

No, you must appoint a registered agent who is a resident of Tennessee or a business entity authorized to do business in Tennessee.

How long does it take to register a foreign LLC in Tennessee?

The processing time for registering a foreign LLC in Tennessee is typically 5-10 business days.

Do I need to file annual reports for my foreign LLC in Tennessee?

Yes, foreign LLCs in Tennessee are required to file annual reports with the Secretary of State.

What information is required on the Application for Registration for a foreign LLC in Tennessee?

The Application for Registration for a foreign LLC in Tennessee requires information such as the name of the LLC, principal office address, registered agent information, and more.

Can I change the name of my foreign LLC after registering in Tennessee?

Yes, you can change the name of your foreign LLC in Tennessee by filing an amendment with the Secretary of State.

Are there any publication requirements for a foreign LLC in Tennessee?

Tennessee does not have any publication requirements for foreign LLCs.

Can a foreign LLC convert to a domestic LLC in Tennessee?

Yes, a foreign LLC can convert to a domestic LLC in Tennessee by filing a conversion with the Secretary of State.

Is a Certificate of Good Standing required to register a foreign LLC in Tennessee?

No, a Certificate of Good Standing is not required to register a foreign LLC in Tennessee, but it may be requested by the Secretary of State.

Can I register a foreign LLC online in Tennessee?

Yes, you can register a foreign LLC online through the Tennessee Secretary of State’s website.

What is the penalty for not registering a foreign LLC in Tennessee?

Operating a foreign LLC in Tennessee without registration can result in fines and other penalties.

Are foreign LLCs in Tennessee subject to annual taxes?

Yes, foreign LLCs in Tennessee must pay an annual franchise tax to the state.

Can a foreign LLC be managed by members in Tennessee?

Yes, a foreign LLC can be managed by members in Tennessee.

Are there any naming restrictions for foreign LLCs in Tennessee?

Foreign LLC names in Tennessee must be distinguishable from the names of existing entities and comply with state naming requirements.

Can I apply for expedited processing for registering a foreign LLC in Tennessee?

Yes, you can request expedited processing for an additional fee when registering a foreign LLC in Tennessee.

Can a foreign LLC in Tennessee be dissolved voluntarily?

Yes, a foreign LLC in Tennessee can be voluntarily dissolved by filing a certificate of dissolution with the Secretary of State.

How can I update the contact information for my foreign LLC in Tennessee?

You can update the contact information for your foreign LLC in Tennessee by filing an amendment with the Secretary of State.

Can a foreign LLC in Tennessee open a bank account?

Yes, a foreign LLC in Tennessee can open a bank account for conducting business operations in the state.

Are there any publication requirements for foreign LLC annual reports in Tennessee?

No, there are no publication requirements for foreign LLC annual reports in Tennessee.

Can a foreign LLC register multiple trade names in Tennessee?

Yes, a foreign LLC in Tennessee can register multiple trade names by filing a separate registration for each name.

Can a foreign LLC in Tennessee be managed by an outside manager?

Yes, a foreign LLC in Tennessee can be managed by an outside manager appointed by the members.

Is there a deadline for filing the annual report for a foreign LLC in Tennessee?

The deadline for filing the annual report for a foreign LLC in Tennessee is the first day of the fourth month following the end of the LLC’s fiscal year.

Can I convert my foreign LLC into a different business entity in Tennessee?

Yes, you can convert your foreign LLC into a different business entity in Tennessee by following the state’s conversion rules and requirements.

Do foreign LLCs in Tennessee need to have a physical office in the state?

Foreign LLCs in Tennessee are required to have a registered office address where service of process can be accepted, but it does not have to be the LLC’s place of business.

Can a foreign LLC in Tennessee hold meetings outside of the state?

Yes, a foreign LLC in Tennessee can hold meetings outside of the state, as long as it complies with the requirements set forth in its operating agreement and bylaws.

What is a foreign LLC in Tennessee?

A foreign LLC in Tennessee is a limited liability company that was formed in a state other than Tennessee but wants to do business in the state.

Do I need to register my foreign LLC in Tennessee?

Yes, you are required to register your foreign LLC in Tennessee in order to conduct business within the state legally.

In Conclusion

Having a foreign LLC in Tennessee is nothing but expanding your business legally beyond the boundary of your domestic or home state. Starting a foreign LLC in Tennessee does not require a lot of documentation or tasks. However, it is always good to seek help from a professional when it comes to running your business. From getting the Certificate of Existence to hiring a registered agent in Tennessee, a professional or attorney can always be a perfect help. ZenBusiness is one of the most accurate and user-friendly services that offer a bunch of LLC formation services. They offer LLC formation for $0 (excluding the state formation fee).

The cost of registering a foreign LLC in Tennessee can vary depending on a range of factors. While the initial registration fees and ongoing expenses can be a significant investment, many companies find that the benefits of establishing a presence in the state outweigh the costs. By carefully considering the expenses involved and budgeting accordingly, companies can ensure that their foreign LLC in Tennessee is a success.