Tennessee: LLC Registered-Agent and Registered-Office Requirements

Requirements one by one

Governing law and terminology

T.C.A. § 48-249-101 names the chapter the Tennessee Revised Limited Liability
Company Act. T.C.A. § 48-249-102 uses registered agent for the named
legal-delivery recipient and registered office for the Tennessee office
listed in the articles.

Continuous designation duty

T.C.A. § 48-249-109(a) requires every domestic LLC to continuously maintain
both items in Tennessee. The articles identify the initial agent and state the
office's street address, ZIP code, and county under § 48-249-202(a)(2).

The two-month dissolution threshold is not a grace period to operate without an
agent. Section 48-249-109(b) instead says a replacement must be designated
promptly when the agent resigns or cannot perform.

Eligible individual

An individual agent must reside in Tennessee. The Act states no separate age,
citizenship, professional-license, or exact daily-availability threshold.

A member, manager, owner, or employee may serve as an individual only by
independently satisfying the Tennessee-residency rule.

Eligible entity and self-service

The entity list includes a domestic corporation, nonprofit corporation, LLC,
or registered limited liability partnership. Each foreign counterpart may also
serve if authorized to transact business in Tennessee.

Section 48-249-109(a)(2) does not exclude the represented LLC from the listed
domestic-LLC category, and the official formation form permits an
“organization” agent. Tennessee therefore has no express represented-LLC
self-service ban in the sources reviewed.

Registered office, address, and hours

The registered office must be in Tennessee and may be the same as any company
business location. The agent must maintain a business office at the same
street address as that registered office.

Current form SS-4270 rejects a P.O. box as the registered agent/office address
and requires a street address, city, state, ZIP code, and county. Neither the
Act nor the form states a fixed 9-to-5 or other daily-hours interval.

Consent and initial filing

The articles name the initial agent and office. Current SS-4270 asks whether the
agent is an individual or organization, requires the agent's email, and is
signed by the organizer or authorized representative. It has no separate agent
acceptance signature or attachment.

That does not authorize naming an unwilling person. Since July 1, 2025, T.C.A.
§ 48-251-102(a) lets a natural person whose name or address appears in a Title
48 filing without consent file a complaint. If clear and convincing evidence
proves the claim, § 48-251-104 requires the Secretary to void the challenged
business record.

Change, resignation, and replacement

Under T.C.A. § 48-249-110, an LLC changes the office or agent by filing a
statement that gives the new office street address, ZIP code, and county or the
new agent's name and confirms that the office addresses will match. Current
SS-4534 also asks for the new agent's business email. If the agent moves its
own business office, the agent may file the corresponding registered-office
change after written notice to the LLC.

Resignation is unusually fast. The agent files a signed statement certifying
that written notice of the resignation was mailed by certified mail to the
LLC's principal executive office. The appointment, and the registered office
if discontinued in the statement, ends on the filing date. The LLC must
promptly designate a replacement.

Agent duties and service

Section 48-249-112(a) makes the registered agent the LLC's agent for service of
process, notices, and demands. The Revised LLC Act states no separate general
deadline or damages rule for forwarding ordinary received process after
service. Contractual duties with a commercial provider may go further.

Section 48-249-112(d) also preserves service methods outside this statutory
agent route.

Lapse consequences and fallback service

If the LLC fails to maintain an agent, or the agent cannot be found with
reasonable diligence, § 48-249-112(b) automatically makes the Secretary of
State the service agent. T.C.A. § 48-249-113 requires the serving party to
deliver the original and one copy, the required certification, fee, and a
statement identifying the applicable ground. The Secretary sends the copy and
notice by registered or certified mail with return receipt requested. Refusal
or failed delivery does not invalidate service, and the LLC receives at least
one month before an appearance is required or judgment may be taken.

Separately, T.C.A. § 48-249-604 makes two months without an agent or office an
administrative-dissolution ground. So is failure for two months to report a
change, resignation, or discontinued office. Under § 48-249-605, the LLC has
another two months after written notice to cure or disprove each ground. An
administratively dissolved LLC continues only for winding up, and dissolution
itself does not terminate any remaining agent or office designation.

What trips people up

Resignation ends immediately. Tennessee does not use the common day-31
model. The filing date terminates the appointment, so the LLC should not wait
for the later dissolution clock before replacing the agent.

The 2026 resignation form lags the 2025 amendment. SS-4420 still says the
agent will mail a copy of the resignation statement. Public Chapter 97 changed
§ 48-249-111(a) to require written notice of the registered agent's resignation.
The enacted text controls the statutory requirement.

Losing the agent does not prevent service. Once the no-agent or reasonable-
diligence condition exists, the Secretary becomes the statutory fallback agent.
Refusing the Secretary's certified or registered mailing does not undo service.

Common questions

Can a Tennessee member serve as registered agent? Yes, if the member is an
individual Tennessee resident. A qualifying domestic LLC is also an eligible
entity agent, and the Act states no express represented-LLC exclusion.

Does the registered agent sign the articles? The current paper articles
have only the organizer or authorized representative sign. They do not include
a separate agent-acceptance signature, although an unwilling natural person can
use the statutory unauthorized-filing complaint process.

Can the registered office be a P.O. box? Not by itself. Current SS-4270
requires a Tennessee street address and expressly rejects a P.O. box for the
registered agent/office address.

How long does the LLC have after an agent resigns? The Act says to appoint a
replacement promptly. The two-month period is the point at which the lapse can
support administrative-dissolution proceedings, not permission to remain
uncovered for two months.

Statutes and sources

• T.C.A. §§ 48-249-101, -102, -109 through -113, -202, -604, and -605. The
  quoted release-76 Official Tennessee Code reproduction supplies the compiled
  baseline. Accessed July 27, 2026.
• 2025 Tenn. Pub. Acts chapters 97, 113, and 152. Signed public chapters
  bridge the post-release resignation, dissolution-ground, and unauthorized-
  filing changes. Accessed July 27, 2026.
• Tennessee Secretary of State forms SS-4270, SS-4534, and SS-4420. Current
  formation, change, and resignation fields and instructions. Accessed July 27,
  2026.