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Form a Business

Filing Documents

Tenn. Code Ann. tit. 48, ch. 247, pt. 1
in effect

Tenn. Code Ann. § 48-247-101 Filing requirements.

48-247-101. Filing requirements. (a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 201-248 of this title must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by chapters 201-248 of this title or required by rule. It may contain other information as well. (d) The document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. An LLC's or other business entity's name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence or equivalent required of foreign business entities need not be in English, if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers if a corporate action is taken, by the chief manager, a governor, or another authorized manager if an LLC action is taken, by a general partner if a partnership action is taken or by the equivalent person of another business entity; (2) If directors of a corporation or governors of a board-governed LLC have not been selected or the corporation or LLC has not been formed, by an incorporator or organizer; or (3) If the business entity is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document must sign it and state beneath or opposite the signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) An attestation by the secretary or an assistant secretary; (2) An acknowledgment, verification, or proof; or (3) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) If the secretary of state, pursuant to statutory authority or rule, has prescribed a mandatory form for the document, then the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing in the form and manner prescribed by the secretary of state and must be accompanied by the current filing fee, and any tax, license fee, interest, or penalty required by chapters 201-248 of this title. (j) The document must contain a statement that makes it clear that the document is being filed pursuant to the Tennessee Limited Liability Company Act, compiled in chapter 249, of this title. (k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination, or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate. (m) Any Tennessee LLC that has not timely filed with the department of revenue such information as required by the commissioner of revenue under prior law, chapter 421, § 1 of the Public Acts of 1997, is subject to administrative dissolution in accordance with the procedures specified in § 48-245-302. The certificate of authority of any foreign LLC that has not timely filed such information with the department is subject to revocation as provided in § 48-246-502. Upon certification by the commissioner that it has complied with the information reporting requirements that were required under prior law, an LLC that has been administratively dissolved or that has had its certificate of authority revoked for failure to timely file such information may be reinstated. Acts 1994, ch. 868, § 1; 1997, ch. 421, § 1; 1999, ch. 80, § 3; 1999, ch. 159, §§ 1, 2; 2010, ch. 741, § 36; 2011, ch. 99, § 27; 2020, ch. 719, § 15.

Tenn. Code Ann. § 48-247-102 Mandatory forms and filing methods.

48-247-102. Mandatory forms and filing methods. (a) Mandatory Forms. The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms and filing methods is mandatory. Acts 1994, ch. 868, § 1; 2020, ch. 719, § 16.

Tenn. Code Ann. § 48-247-103 Filing, service and copying fees.

48-247-103. Filing, service and copying fees. (a) The office of the secretary of state shall collect the following fees when the documents described in chapters 201-248 of this title are delivered for filing, and for purposes of chapters 201-248 of this title, no document is considered delivered to the office of the secretary of state for filing unless accompanied by such fee: Document Fee (1) Articles including designation of initial registered office and agent As provided in subsection (d) (2) Certificate of formation $20.00 (3) Articles of conversion As provided in subsection (d) (4) Application for reserved LLC name 20.00 (5) Application for use of indistinguishable name 20.00 (6) Notice of transfer or cancellation of reserved name 20.00 (7) Application for and renewal of registered name 20.00 (8) Application for or change, cancellation, or renewal of assumed name 20.00 (9) LLC's statement of change of registered agent, registered office, or both 20.00 (10) Agent's statement of change of registered office 5.00 per limited liability company, but not less than 20.00 (11) Agent's statement of resignation 20.00 (12) Articles of amendment 20.00 (13) Amended and restated articles 20.00 (14) Restatement of articles 20.00 (15) Articles of correction 20.00 (16) Certificate of merger 100.00 (17) [Reserved.] (18) Articles of termination by organizers 20.00 (19) Notice of dissolution 20.00 (20) Articles of revocation of dissolution 20.00 (21) Articles of termination 20.00 (22) Certificate of administrative dissolution No fee (23) Application for reinstatement following administrative dissolution 70.00 (24) Articles of termination following administrative dissolution 100.00 (25) Certificate of reinstatement No fee (26) Decree of judicial dissolution No fee (27) Application for certificate of authority (including designation of initial registered office and agent) As provided in subsection (d) (28) Application for amended certificate of authority 20.00 (29) Certificate of cancellation of authority 20.00 (30) Certificate of administrative revocation of certificate of authority No fee (31) Certificate of cancellation following administrative revocation 100.00 (32) Application for certificate of existence or authorization 20.00 (33) Application for reinstatement following administrative revocation 70.00 (34) Annual report As provided in subsection (d) (35) Any other document required or permitted to be filed by chapters 201-248 of this title 20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 201-248 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if it prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign LLC. All such copies will be certified or validated by the secretary of state. (d) The secretary of state shall collect from each LLC or foreign LLC, if applicable, an annual fee equal to fifty dollars ($50.00) per each LLC member in existence on the date of the initial filing, and each year thereafter based on the number of LLC members in existence on the date of the filing for the annual report, with a minimum fee of three hundred dollars ($300) and a maximum fee of three thousand dollars ($3,000). Notwithstanding this subsection (d), if the LLC is prohibited by its articles from doing business in Tennessee, the filing fee shall be three hundred dollars ($300) regardless of the number of members in existence on the date of filing. (e) In addition to the other filing requirements of chapters 201-248 of this title, a copy of all documents specified in subdivisions (a)(1), (12), (13), (14), (15), (16), (18), (19) and (20) shall also be filed in the office of the register of deeds in the county wherein an LLC has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving LLC shall have its principal office, if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1994, ch. 868, § 1; 1995, ch. 403, §§ 2, 86; 1997, ch. 421, § 2; 1998, ch. 890, § 3; 2000, ch. 568, § 3; 2010, ch. 742, § 5.

Tenn. Code Ann. § 48-247-104 Correcting filed document.

48-247-104. Correcting filed document. (a) A domestic or foreign LLC may correct a document filed with the office of the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, certified, or acknowledged. (b) A document is corrected: (1) By preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) By delivering the articles of correction to the office of the secretary of state for filing. (c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 1994, ch. 868, § 1; 1995, ch. 403, § 88.

Tenn. Code Ann. § 48-247-105 Filing duty of secretary of state.

48-247-105. Filing duty of secretary of state. (a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of § 48-247-101, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secretary of state files a document by stamping or otherwise endorsing “Filed”, together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-208-103, and 48-228-203, the secretary of state shall deliver the document, with the filing fee receipt, or acknowledgment of receipt if no fee is required, attached, to the domestic or foreign LLC or its representative in due course. A domestic or foreign LLC or its representative may present to the office of the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy “Filed”, together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document. (c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign LLC or its representative immediately after the document was received for filing, together with a brief, written explanation of the reason for the refusal. (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or in part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Any LLC document that meets the requirements of chapters 201-248 of this title and all applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, upon payment of the appropriate fee and taxes, if any, notwithstanding any contrary requirements found in any other laws of this state. Acts 1994, ch. 868, § 1; 2020, ch. 719, § 17.

Tenn. Code Ann. § 48-247-106 Appeal from secretary of state's refusal to file document.

48-247-106. Appeal from secretary of state's refusal to file document. (a) If the secretary of state refuses to file a document delivered to the office of the secretary of state for filing, the domestic or foreign LLC may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-247-107 Evidentiary effect of copy of filed document.

48-247-107. Evidentiary effect of copy of filed document. A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state's signature (which may be in facsimile) and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-247-108 Penalty for signing false document.

48-247-108. Penalty for signing false document. (a) A person commits a Class B misdemeanor, punishable by a fine not to exceed five hundred dollars ($500), if the person signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the office of the secretary of state or other required office for filing. (b) The offense created by this section is in addition to any other offense created by law for the same conduct. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-247-109 Effective time and date of document.

48-247-109. Effective time and date of document. (a) Effective Date. Except as provided in subsection (b), §§ 48-203-102 and 48-247-104(c), a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the office of the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed. (b) Delayed Effective Date. A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed with the office of the secretary of state. (c) Requirement of Registered Agent. The office of the secretary of state shall not file any articles or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign LLC in accordance with § 48-208-101. The office of the secretary of state shall not file any other document presented by the LLC for filing under chapters 201-248 of this title if at the time of filing the domestic or foreign LLC does not have a registered agent and registered office designated at such time, unless at the time such document is received for filing the office of the secretary of state also receives for filing a statement designating such registered agent or registered office or both. Acts 1994, ch. 868, § 1.

Tenn. Code Ann. § 48-247-110 Penalty for transacting business in Tennessee in violation of articles.

48-247-110. Penalty for transacting business in Tennessee in violation of articles. In the event that the LLC is prohibited from transacting business in Tennessee by its articles but actually transacts business in Tennessee and but for § 48-247-103(d) it would have paid a larger filing fee, the LLC shall be fined an amount equal to three (3) times the annual filing fee, less the amount actually paid, for each year or part thereof in which it actually does business in Tennessee. Acts 1995, ch. 403, § 87.

Tenn. Code Ann. § 48-247-111 Certificate of existence.

48-247-111. Certificate of existence. (a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic LLC or a certificate of authorization for a foreign LLC authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic LLC's name or the foreign LLC's name used in this state; (2) That: (A) The domestic LLC is a limited liability company formed under the laws of this state, the effective date of its initial filing, and the period of its duration if less than perpetual; or (B) The foreign LLC is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic LLC; or (ii) Administrative revocation of the certificate of authority of a foreign LLC; (4) That its most recent annual report required by § 48-228-203 has been filed with the secretary of state; (5)(A) For a domestic LLC: (i) That articles of termination have not been filed and a decree of termination has not been filed; and (ii) Whether or not a notice of dissolution, certificate of dissolution or decree of dissolution has been filed and remains effective; (B) For a foreign LLC: (i) That a certificate of cancellation of certificate of authority has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate of existence or authorization is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualifications stated in the certificate, a certificate of existence or authorization issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign LLC is in existence or is authorized to transact business in this state and is in good standing. Acts 2010, ch. 742, § 4.
Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026

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