Foreign Qualification Application

TENNESSEE FOREIGN-ENTITY CERTIFICATE OF AUTHORITY WORKSHEET

Do not file this worksheet. Complete the current Tennessee Secretary of State online filing in TNCaB or transfer the information to the current official paper form.

1. SELECT THE CORRECT TRACK

☐ Foreign for-profit corporation — Form SS-4431

☐ Foreign limited liability company — Form SS-4233

Stop and obtain entity-specific review if the applicant is a:

☐ Nonprofit corporation

☐ Professional corporation or professional LLC

☐ Series LLC

☐ Obligated-member entity

☐ Limited partnership or limited liability partnership

☐ Financial institution, insurance company, trust company, captive insurer, litigation financier, or another regulated entity

2. CONFIRM THE NEED TO QUALIFY

Describe the entity's Tennessee activities: [________________________________]

Date the entity began or expects to begin Tennessee business: [__/__/____]

☐ Tennessee counsel confirmed that the activities require a certificate of authority

☐ The entity has not begun Tennessee business

☐ The entity began Tennessee business before filing; additional fees were confirmed with the Division

The current forms require the true date the entity commenced or expects to commence Tennessee business. If the pre-qualification date is more than one year before approval, the current SS-4431 and SS-4233 instructions require a Letter of Good Standing from the Tennessee Department of Revenue in addition to any extra filing fees.

3. CURRENT FORMS AND FEES

Online-payment convenience charges may apply. Confirm the live forms-and-fees page before submission.

4. HOME-JURISDICTION CERTIFICATE

Both current applications must be accompanied by a certificate of existence, certificate of good standing, or similar document authenticated by the home-jurisdiction Secretary of State or other records custodian.

☐ Correct home-jurisdiction official issued the certificate

Certificate date: [__/__/____]

Planned Tennessee filing date: [__/__/____]

☐ Certificate will be no more than two months old when filed

The Division states that an application without a valid certificate will be rejected and returned.

5. NAME AND ENTITY INFORMATION

Exact legal name in the home jurisdiction: [________________________________]

Name under which authority will be obtained, if different: [________________________________]

Assumed name, if any: [________________________________]

☐ Separate assumed-name application SS-4402 included, with $20 fee

☐ Written consent for an indistinguishable name included, with $20 fee

Entity type:

☐ For-profit corporation

☐ Limited liability company

Formation jurisdiction: [________________________________]

Formation or incorporation date: [__/__/____]

Fiscal-year ending month: [________________________________]

The name and formation date must match the attached home-jurisdiction certificate.

6. ENTITY DESIGNATIONS AND APPROVALS

Additional designation, if any: [________________________________]

☐ No additional designation applies

☐ Professional entity — entity-specific certification completed

☐ For-profit benefit corporation — required public-benefit statement included

☐ Series LLC — required T.C.A. § 48-249-309(i) information attached

☐ Obligated-member entity — SS-4600 and required member signatures attached

☐ Litigation financier — required $50,000 Tennessee bond attached

☐ Name contains bank, banks, banking, credit union, or trust — Department of Financial Institutions approval obtained

☐ Name contains insurance company — Department of Commerce and Insurance approval obtained

7. BUSINESS AND CONTACT INFORMATION

Date Tennessee business commenced or will commence: [__/__/____]

Principal-office street address: [________________________________]

City, state, ZIP, county, and country: [________________________________]

☐ Principal-office address is not a post-office box

Mailing address, if different: [________________________________]

Business email address: [________________________________]

The current forms state that filing reminders are sent by email.

Nature of business

8. LLC-SPECIFIC INFORMATION

Complete only for Form SS-4233.

Management structure:

☐ Member managed

☐ Manager managed

☐ Director managed

☐ Board managed

☐ Other: [________________________________]

Number of members on filing date: [__________]

The LLC registration and annual-report fees depend on the number of members, subject to the current $300 minimum and $3,000 maximum.

9. DELAYED EFFECTIVE DATE

☐ Effective when filed

☐ Delayed effective date and time: [__/__/____] [__________]

The current forms limit a delayed effective date to no more than 90 calendar days after filing.

10. TENNESSEE REGISTERED AGENT AND OFFICE

Registered agent type:

☐ Individual

☐ Organization

Registered agent name: [________________________________]

Tennessee registered-office street address: [________________________________]

City, ZIP code, and county: [________________________________]

Registered agent email: [________________________________]

☐ The registered office is located in Tennessee

☐ The registered-office address is not a post-office box

11. CORPORATION OFFICERS AND DIRECTORS

Complete only for Form SS-4431.

Officers

Directors

Attach additional pages when needed. The official instructions permit post-office-box addresses for officers and directors.

12. EXECUTION

Entity name: [________________________________]

Signature: [________________________________]

Printed name: [________________________________]

Signer's capacity: [________________________________]

Date: [__/__/____]

The current forms require an original signature or a verified electronic or digital signature. A conformed or typed signature is not accepted. The forms do not include a notary acknowledgment.

13. FILING CHECKLIST

☐ Correct form selected

☐ Filing fee calculated, including LLC member count and any prior-business fee

☐ Home-jurisdiction certificate attached and no more than two months old

☐ Name, formation jurisdiction, formation date, and fiscal-year month entered

☐ Required assumed-name or indistinguishable-name filing attached

☐ Entity-specific designation approvals and attachments included

☐ Tennessee start date entered accurately

☐ Principal and mailing addresses completed

☐ Business email and NAICS information completed

☐ LLC management and member count completed, if applicable

☐ Registered agent and Tennessee registered office completed

☐ Corporation officers and directors completed, if applicable

☐ Authorized signer provided an acceptable signature, printed name, capacity, and date

☐ Filing submitted through TNCaB or the current mail or walk-in route

14. ANNUAL COMPLIANCE

The Secretary of State annual report is due on or before the first day of the fourth month after the close of the entity's fiscal year:

• corporations: T.C.A. § 48-26-203; current base annual-report fee $20;
• LLCs: T.C.A. § 48-249-1017; current fee $50 per member, subject to the $300 minimum and $3,000 maximum.

An additional $20 applies when the annual report changes the registered agent or registered office.

Fiscal year ends: [________________________________]

Next Secretary of State annual report due: [__/__/____]

☐ Annual report calendared

Tax deadline is different

Do not confuse the Secretary of State annual-report deadline with the Tennessee Department of Revenue deadline. The Department states that annual franchise and excise tax returns are generally due on the 15th day of the fourth month after the tax year closes, subject to current extensions and entity-specific rules.

☐ Franchise and excise tax obligations confirmed separately with the Department of Revenue

15. CHANGES AND ENDING AUTHORITY

Amendments

Use the entity-specific amended-certificate form rather than a generic contract amendment:

• corporation — SS-4435, $20;
• LLC — SS-4231, $20.

Use SS-4534 for a registered agent or registered office change. Confirm whether an annual report or other online update is the correct route for the particular change.

Ending authority

• corporation that remains in existence — Application for Certificate of Withdrawal SS-4437, $20;
• LLC that remains in existence — Application for Cancellation of Certificate of Authority SS-4241, $20.

If authority was already administratively revoked, use the separate post-revocation form and fee shown on the live forms page. Complete all Secretary of State and Department of Revenue obligations before filing.

SOURCES AND REFERENCES

• Tennessee Secretary of State — Business Forms and Fees
• Tennessee Secretary of State — How to file a foreign business
• Form SS-4431 — Foreign For-Profit Corporation Certificate of Authority, rev. 01/25
• Form SS-4233 — Foreign LLC Certificate of Authority, rev. 01/25
• Tennessee Secretary of State — Business FAQs
• Tennessee Department of Revenue — Franchise and Excise Tax Due Dates