Everything you need to register a foreign LLC in Tennessee.
State filing fee$300one-time
Registered agent$125/yearbased on Northwest RA
Total, all in$1,875
Tennessee data last reviewed Aug 21, 2026 · sos.tn.govTotals include the $300 filing fee once, Northwest RA at $125/year, and Tennessee recurring state costs over the selected period.
Foreign Qualification
Filing fee
$300
Form
Application for Certificate of Authority - Foreign Limited Liability Company (Form SS-4233)
Annual obligation
$300/year + $100/year franchise tax
Processing time
Tennessee publishes a live processed-through notice on TNBEAR rather than a standing turnaround, in the form "as of [date] we have processed all corporate filings received in our office through [date]". This filing falls under corporate filings rather than annual reports. No standing duration is published, and TNBEAR could not be read when this was last checked on 17 August 2026
Estimated year 1 cost
$700
Note: The $300 annual report fee is a minimum, not a flat fee. Tennessee charges $50 per member, so an LLC with six or fewer members pays $300 and a larger one pays more, up to a maximum of $3,000. The same $50 per member calculation sets the fee to register the LLC in Tennessee in the first place.
Tennessee data last reviewed Aug 21, 2026 · sos.tn.gov
Formation in Tennessee
Formation fee
$300
Annual cost
$300/year + $100/year franchise tax
State income tax
No state income tax. Franchise and excise tax applies to businesses.
Privacy
Conditional
Tennessee charges $50 per member to file the Articles of Organization, with a minimum of $300 and a maximum of $3,000. The $300 figure is the floor for a company with six members or fewer, not a flat fee. A seven-member LLC pays $350. Form SS-4270. Tennessee also requires franchise and excise tax registration for businesses operating in the state. Whether your name reaches the public record depends on how you set the LLC up. Tennessee requires no member or manager name on the articles of organization. The annual report names managers or directors only if you elect manager-managed or director-managed, and names officers only if the LLC has any. A member-managed Tennessee LLC with no officers names no owner on any state filing.
What triggers foreign qualification in Tennessee?
Physical office or place of business
Employees working in the state
Hiring employees who reside in Tennessee
Important to know
Must register for franchise and excise tax in addition to foreign qualification
Activities that do NOT require registration in Tennessee
The following activities are explicitly carved out by statute. On their own, they do not require a foreign LLC to register in Tennessee.
Maintaining, defending, or settling a proceeding, claim, or dispute
Holding meetings of members or representatives, or carrying on internal affairs
Maintaining bank accounts
Maintaining a transfer, exchange, or registration office for the company's own securities
Selling through independent contractors
Soliciting or taking orders that must be accepted outside the state
Creating or acquiring debts, deeds of trust, mortgages, or security interests
Collecting debts or enforcing mortgages, deeds of trust, and security interests
Owning real or personal property, and nothing more, including managing and renting foreclosed real property for a reasonable time while liquidating it
A single isolated transaction completed within one month and not one of repeated transactions of a like nature
Transacting business in interstate commerce
Acting as a member or manager of a domestic or foreign LLC
Under T.C.A. Section 48-249-902. Applies to foreign LLCs first filing on or after 2006-01-01; the legacy provision for earlier registrants is T.C.A. Section 48-246-102. Tennessee states the isolated-transaction window as ONE MONTH, not a day count.
This page provides general information based on publicly available state requirements. It is not legal advice. Verify with the Tennessee SOS before filing.