Corporation Reinstatement and Revival Requirements in Tennessee

At a glance

Requirements one by one

Confirm the record shows administrative dissolution

Tenn. Code Ann. § 48-24-201 covers report defaults lasting two months, a two- month lapse or unreported change in the registered agent or office, a noncompliant name, expiration of stated duration, and a dishonored filing payment. Effective in 2025, Public Chapter 113 added knowing submission of a materially false signed filing and specified foreign-adversary ownership or control.

Under § 48-24-202, the Secretary serves notice of the determination. The corporation has two months after service is perfected to correct every ground or show that it does not exist. Only then does the Secretary sign the dissolution certificate. The corporation continues to exist but may conduct only winding-up, liquidation, and claimant-notice business until reinstated.

Separate the ordinary route from duration expiration

Section 48-24-203 permits an administratively dissolved corporation to apply and states no general numeric deadline. Tennessee adds one cause-specific limit in § 48-24-206: when the corporation was dissolved because its stated duration expired, it must reinstate within one year after expiration.

That corporation must also amend its charter to extend the stated duration or make it perpetual and file the ordinary § 48-24-203 application.

Complete SS-9410 and obtain Revenue clearance

Current Form SS-9410 asks for the exact name at dissolution, Secretary of State control number, any new name, and whether the dissolution grounds did not exist or have been eliminated. The statutory application also requires confirmation of good standing and a name satisfying § 48-14-101.

The form says Department of Revenue tax-clearance verification must be obtained before acceptance. Section 48-11-301(n) permits the Commissioner of Revenue to provide that verification electronically, so a paper certificate need not accompany the filing.

Cure reports, taxes, fees, and the entity record

The corporation must be able to state that every ground is gone. A missed-report dissolution therefore requires the overdue report; an agent or office ground requires a corrected record; and a dishonored payment requires replacement. Section 48-11-301(i) also requires the correct filing fee and any corporate tax, license fee, interest, or penalty required by the Business Corporation Act.

The Secretary's current FAQ lists a $20 corporation annual-report fee and an additional $20 if that report changes the registered agent or office. Those cure amounts and any Revenue balance are separate from the $70 reinstatement filing.

Use a compliant name and correct service information

The application must state a corporate name satisfying § 48-14-101. If the new name differs from the name at dissolution, § 48-24-203(b)(2) makes the reinstatement application a charter amendment as to the corporate name.

A missing or outdated registered agent or office is a separate dissolution ground. SS-9410 does not contain agent fields, so that record must be corrected through the applicable agent/office filing or report rather than by adding agent information to the reinstatement application.

Use the statutory signer and an accepted signature

Tenn. Code Ann. § 48-11-301(f) permits the board chair, president, another authorized officer, or a court-appointed receiver, trustee, or other fiduciary when applicable. The signer gives a printed name and capacity.

SS-9410 also requires the date. Its current instructions accept an original, verified electronic, or digital signature but reject a conformed or typed signature. The statute makes a seal, attestation, acknowledgment, verification, or proof optional.

Choose e-file, mail, or walk-in and pay $70

The Division of Business and Charitable Organizations accepts SS-9410 through the TNCaB e-file system, by mail, or at its Nashville walk-in counter. The filing fee is $70.

Card, debit-card, and e-check payments made online or in person add a convenience fee. Mailing the form with a check, cashier's check, or money order avoids that transaction charge. The current form and domestic-corporation fee list do not state a separate reinstatement-expedite tier.

Treat reinstatement as retroactive, but keep other issues separate

Under § 48-24-203(c), effective reinstatement relates back to the administrative- dissolution effective date. The corporation resumes business as though the dissolution had never occurred.

That corporate-status rule does not itself answer whether a separate license, tax account, insurance policy, foreign qualification, contract dispute, lawsuit deadline, or personal-liability issue is cured. Those questions depend on their own law and facts.

What trips people up

The one-year limit is not Tennessee's universal reinstatement deadline. It is the special rule for a corporation whose stated period of duration expired. Other administrative-dissolution grounds use § 48-24-203, which states no numeric application window.

Tax clearance is a pre-acceptance gate. Paying the $70 Secretary filing fee does not substitute for Department of Revenue verification or for curing overdue reports, agent or office defects, and dishonored payments.

The current form is shared across entity types, but a domestic for-profit corporation still uses the Business Corporation Act's signer and name rules. Do not borrow an LLC signer or naming rule merely because SS-9410 serves both forms of entity.

Common questions

Is there a general reinstatement deadline?

Section 48-24-203 states none. The express one-year deadline applies when the administrative dissolution resulted from expiration of the corporation's stated duration.

Can SS-9410 change the corporation's name?

Yes. State the compliant new name on the application. Section 48-24-203 treats a different name there as a charter amendment limited to the corporate name.

Is a typed signature accepted on a mailed application?

No. Current SS-9410 instructions accept an original, verified electronic, or digital signature and expressly reject a conformed or typed signature.

Statutes and sources

• Tenn. Code Ann. §§ 48-24-201 to -203 — compiled grounds, notice/cure, application, name amendment, and relation back, cross-checked against the official amendments below (accessed 2026-08-02).
• 2025 Tenn. Pub. Acts ch. 113 — current additional dissolution grounds, effective on enactment (accessed 2026-08-02).
• 2010 Tenn. Pub. Acts ch. 741 and 2011 Tenn. Pub. Acts ch. 99 — current good-standing language and cross-reference correction in § 48-24-203 (accessed 2026-08-02).
• 2012 Tenn. Pub. Acts ch. 1051 — current notice wording in § 48-24-202(a) (accessed 2026-08-02).
• Tenn. Code Ann. § 48-24-206 — one-year duration-expiration route and charter amendment (accessed 2026-08-02).
• Tenn. Code Ann. § 48-11-301 — current filing, signer, payment, and electronic Revenue-verification rules (accessed 2026-08-02).
• Form SS-9410 — current application, tax-clearance gate, filing methods, signature rules, and $70 fee (accessed 2026-08-02).
• Business Forms and Fees — current domestic-corporation form and fee listing (accessed 2026-08-02).