APPLICATION FOR CERTIFICATE OF AUTHORITY
To Transact Business in the State of Tennessee
(Foreign Qualification Application)
[// GUIDANCE: This template is designed for a foreign business entity (corporation, LLC, LP, etc.) seeking authority to do business in Tennessee under Tenn. Code Ann. Title 48. Bracketed items must be completed or revised by the preparer. Delete any inapplicable bracketed text before filing.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
1. DOCUMENT HEADER
1.1 Title.
Application for Certificate of Authority to Transact Business in Tennessee.
1.2 Applicant.
[FOREIGN ENTITY NAME], a [STATE OR COUNTRY OF ORGANIZATION] [ENTITY TYPE] (the “Applicant”).
1.3 Filing Office.
Tennessee Secretary of State – Division of Business Services (“Secretary of State”).
1.4 Effective Date.
[IMMEDIATE upon filing] --OR-- [DELAYED EFFECTIVE DATE not more than ninety (90) days after filing], pursuant to Tenn. Code Ann. § 48-11-303(d) [corporations] / § 48-249-904(d) [LLCs].
1.5 Jurisdiction.
This Application is governed by the Tennessee [Business Corporation Act / Revised LLC Act] (collectively, the “TN Act”) and any other applicable provisions of Tennessee law.
2. DEFINITIONS
For purposes of this Application, the following capitalized terms shall have the meanings set forth below:
“Applicant” has the meaning given in Section 1.2.
“Certificate of Authority” means the certificate issued by the Secretary of State evidencing approval of this Application.
“Home Jurisdiction” means the state or country identified in Section 3.1(a).
“Registered Agent” has the meaning set forth in Section 3.4.
“Registered Office” has the meaning set forth in Section 3.4.
“TN Act” has the meaning given in Section 1.5.
“Withdrawal” means the filing contemplated in Section 5.3 to terminate the Applicant’s authority to transact business in Tennessee.
[// GUIDANCE: Add additional defined terms as needed for specialized entity types (e.g., “Series,” “Professional Services”).]
3. OPERATIVE PROVISIONS
3.1 Required Statutory Disclosures.
(a) Exact legal name in Home Jurisdiction: [FOREIGN ENTITY NAME].
(b) If the name in 3.1(a) is unavailable in Tennessee, the assumed name to be used in Tennessee: [ASSUMED NAME] (attach executed Application for Registration of Assumed Name, if applicable).
(c) Entity type: [Corporation / Limited Liability Company / Limited Partnership / Other].
(d) Date of formation: [DATE].
(e) Period of duration: [PERPETUAL / TERMINATING ON DATE].
(f) Principal office address: [STREET, CITY, STATE, ZIP, COUNTRY].
3.2 Corporate Share Structure (Corporations Only).
Authorized shares:
• Class: [COMMON / PREFERRED / OTHER] – Number authorized: [NUMBER].
[Repeat as necessary for each class/series.]
3.3 Management Information.
(a) Officers (Corporations) / Managers or Members (LLCs) / General Partners (LPs):
| Name | Title | Business Address |
|------|-------|-----------------|
| [NAME] | [TITLE] | [ADDRESS] |
[Add rows as necessary.]
(b) Directors (Corporations only):
| Name | Address |
|------|---------|
| [NAME] | [ADDRESS] |
[Add rows as necessary.]
3.4 Registered Agent and Registered Office in Tennessee.
(a) Registered Agent: [INDIVIDUAL OR COMPANY NAME] (“Registered Agent”).
(b) Registered Office: [STREET ADDRESS, CITY, COUNTY, TN ZIP] (“Registered Office”).
(c) The Registered Agent has consented in writing to the appointment. [Attach executed consent if required.]
3.5 Certificate of Existence.
A Certificate of Existence (or comparable document) dated within sixty (60) days of this filing is attached, as required by Tenn. Code Ann. § 48-25-303(b)(7) [corporations] / § 48-249-907(b)(7) [LLCs].
3.6 Delayed Effective Date (optional).
If Section 1.4 specifies a delayed effective date, Applicant requests that the Certificate of Authority become effective on such date.
4. REPRESENTATIONS & WARRANTIES
4.1 Due Organization and Good Standing.
Applicant is duly organized, validly existing, and in good standing under the laws of its Home Jurisdiction.
4.2 Accuracy of Information.
The information contained in this Application and all attachments is true, correct, and complete as of the date signed below.
4.3 Authority to File.
The undersigned individual(s) executing this Application are duly authorized to do so on behalf of the Applicant.
4.4 No Conflict.
The filing of this Application does not violate the governing documents of the Applicant nor any applicable law of the Home Jurisdiction.
4.5 Survival.
The representations and warranties in this Section 4 survive issuance of the Certificate of Authority and remain in effect until Withdrawal.
5. COVENANTS & RESTRICTIONS
5.1 Ongoing Compliance.
Applicant shall:
(a) Maintain a Registered Agent and Registered Office in Tennessee.
(b) File annual reports and pay all franchise, excise, and other taxes or fees required under Tennessee law (currently due on or before the first day of the fourth month following the close of the Applicant’s fiscal year).
(c) Keep its Certificate of Authority in good standing and not allow it to lapse, be revoked, or be administratively dissolved.
(d) Amend this Application promptly upon any change in the information herein, in accordance with Tenn. Code Ann. § 48-25-104 [corporations] / § 48-249-909 [LLCs].
5.2 Service of Process.
Service on the Registered Agent at the Registered Office shall constitute valid service of process on the Applicant for all proceedings arising in Tennessee. If the Registered Agent cannot with reasonable diligence be served, the Secretary of State may accept service on Applicant’s behalf pursuant to Tenn. Code Ann. § 48-25-113.
5.3 Withdrawal.
Applicant may voluntarily withdraw its authority to transact business in Tennessee by filing a Statement of Withdrawal in the form prescribed by the Secretary of State and paying the applicable filing fee. Applicant remains subject to service of process in Tennessee for causes of action arising during the period it was authorized to transact business.
6. DEFAULT & REMEDIES
6.1 Events of Default.
Any of the following constitutes a default under the TN Act:
(a) Failure to pay any fees, taxes, or penalties when due;
(b) Failure to maintain a Registered Agent or Registered Office;
(c) Failure to file any required amendment or annual report;
(d) Any ground provided in Tenn. Code Ann. § 48-25-501 (grounds for revocation).
6.2 Notice and Cure Period.
Upon default, the Secretary of State will provide written notice. Applicant will have sixty (60) days from the notice date to cure the default, failing which the Certificate of Authority may be revoked.
6.3 Consequences of Revocation.
Revocation terminates the right to transact business in Tennessee. Applicant remains liable for (i) all obligations incurred before revocation and (ii) penalties for unauthorized business activity after revocation.
7. RISK ALLOCATION
[// GUIDANCE: The metadata indicates that indemnification and liability caps are NOT applicable. This section therefore notes the statutory allocation of risk only.]
7.1 Statutory Liability.
Nothing in this Application limits any statutory liability imposed by the TN Act or other applicable Tennessee law, including liability for unpaid taxes, filing fees, civil penalties, or unauthorized business activity.
8. DISPUTE RESOLUTION
8.1 Governing Law.
This Application and the resulting Certificate of Authority shall be governed by the internal laws of the State of Tennessee, without regard to conflict-of-laws principles.
8.2 Forum Selection.
Any proceeding arising under or relating to the TN Act or this Application shall be filed in the Business Court Docket of the [APPLICABLE TENNESSEE COUNTY] Chancery Court, or such other Tennessee court as may have subject-matter jurisdiction.
8.3 Arbitration, Jury Waiver, and Injunctive Relief.
Not applicable per metadata.
9. GENERAL PROVISIONS
9.1 Amendments.
Applicant shall amend this Application in accordance with Tenn. Code Ann. § 48-25-104 / § 48-249-909 upon any change in (a) its legal name, (b) the entity type, (c) the authorized shares or managers (if required), or (d) its Registered Agent or Registered Office.
9.2 Severability.
If any provision of this Application is determined to be invalid under Tennessee law, the remaining provisions shall remain in full force and effect.
9.3 Entire Filing.
This Application, together with all exhibits and the Certificate of Existence from the Home Jurisdiction, constitutes the entire filing required to obtain a Certificate of Authority in Tennessee.
9.4 Electronic Signatures and Counterparts.
Pursuant to Tenn. Code Ann. § 48-11-101, this Application may be executed electronically and in one or more counterparts, each of which is deemed an original and all of which constitute one instrument.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, executes this Application on behalf of the Applicant.
| Signature | Printed Name | Title | Date |
|---|---|---|---|
| ________ | ______ | ______ | ____ |
[SEAL, if required by Home Jurisdiction]
[// GUIDANCE: For corporations, an officer (e.g., President, Secretary) must sign. For LLCs, a manager or authorized member signs. Some states require two signatures (e.g., President and Secretary); Tennessee accepts one duly authorized signatory.]
NOTARY ACKNOWLEDGMENT (Optional if required by Home Jurisdiction)
State of __
County of __
On this ___ day of _, 20_, before me, the undersigned Notary Public, personally appeared ______, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument, and acknowledged that he/she executed the same on behalf of the Applicant for the purposes therein stated.
Notary Public
My Commission Expires: _____
ATTACHMENTS CHECKLIST
- Certificate of Existence / Good Standing from Home Jurisdiction (dated within 60 days).
- Consent of Registered Agent (if separate document required).
- Application for Registration of Assumed Name (if Section 3.1(b) applies).
- Additional Share Class Schedule (if Section 3.2 exceeds allotted space).
- Additional Director/Officer/Manager Schedule (if Section 3.3 exceeds allotted space).
[// GUIDANCE: Attach only those items applicable to the entity type and context.]
Prepared by:
[NAME OF LAW FIRM OR PREPARER]
[STREET ADDRESS]
[TELEPHONE]
[EMAIL]
[// GUIDANCE: Keep preparer information outside the four-corners of the filing if privacy is desired; Tennessee only requires a contact name and address for filing questions.]
END OF TEMPLATE