The appointment and maintenance of an in-state registered agent is required

Thinking of doing business in Tennessee? You'll benefit from a low cost of living, tax friendly environment, and high survival rate among entrepreneurs. However, doing business in Tennessee requires compliance with many federal, state, and local laws and regulations.

The right Registered Agent is a partner in your success. A reliable professional Registered Agent gives you peace of mind that you won’t miss a critical filing and endanger your business’ good standing. Although it’s a requirement to appoint a Registered Agent, you have a choice over who to use. CT Corporation ensures proper handling of your documents, so your business runs free of surprises. And our Registered Agent Plus service helps you comply with the annual report filing requirement common in many states. CT Corporation has a team of attorneys and contacts with state legislatures that monitors and responds to changes in the law.

I strongly recommend CT Corporation as a reliable corporate compliance partner.
Walters-Morgan Construction, Inc.
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Children International

Safeguard your business with America's most reliable registered agent service

Registered Agent package options:

Products

Registered agent services

Easily appoint your registered agent online within 10 minutes

Order Online - $337*

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

    Not included

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included

  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and incorporation filing

Our incorporation experts are here to help you start your business with a solid and smart foundation

Order Online - $788 +state fees*

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

  • Qualification services - preparation and filing of all qualification documents with the state

    Not included
Registered agent and qualification filing

Legally register an existing business in another state

Order Online - $808 +state fees*

  • Registered agent services - includes a registered agent location within the state to receive legal and critical business communications and a dedicated team to receive and route all service of process legal notifications

  • Online portal - compliance portal to keep your business compliant 24/7

  • Name availability check - verification and reservation of desired business name within the state

  • Incorporation services - completion and filing of all legal documents and Articles of Incorporation with the state

    Not included

  • Qualification services - preparation and filing of all qualification documents with the state

Products

Roadmap to compliance
What to look for when choosing a Tennessee registered agent

A registered agent should be reliable, accurate, and consistent.  They must always be available and physically present at the registered office during normal business hours. This ensures any hand-delivered legal documents get proper attention. 

 

They must also know all business entity and compliance rules, have professionally trained staff with expert knowledge on how to properly handle and forward SOP papers, have state-of-the-art processes in place to deliver crucial documents to you, and to follow-up with you regarding delivery. 

 

It is also important to have a registered agent that has the coverage and expertise to support your business as it expands into other states where additional registration is often necessary.  
Select the best registered agent in your state
The importance of having a Tennessee registered agent

Having a professional registered agent ensures that things such as personal emergencies, vacations, business trips, and meetings never leave your company without this physical presence. Keep in mind, a lawsuit can proceed against you, even if your registered agent is not available to receive service. You may lose the opportunity to defend yourself in court or incur extra legal fees.

 

In addition to the registered agent’s statutory responsibilities of receiving and forwarding documents, professional service companies often provide a full range of services for LLCs, corporations, and other types of business entities to help them with their compliance needs. The right professional services company can help you stay in compliance and make sure all of your documents are handled correctly.
Foreign qualification requires expert support
You can rely on CT Corporation to:
  • Record your registered agent information with the state—essential to keep your business in good standing
  • Receive state documents and legal notices, including Service of Process and wage garnishment notices, and promptly relay them to your designated contacts—so nothing gets overlooked
  • Monitor laws and regulations—to make sure you aren’t caught off guard by changes
  • Designate a specific team to serve as your go-to resource for answers to your questions—you won’t get the round around
  • Customize your registered agent services if you wish to include alerts of upcoming deadlines and forwarding of business documents—so you’ll have less to manage

Legislative updates

Senate Bill 759, effective July 1, 2023, provides that before transacting business under an assumed name a domestic or foreign limited partnership must file an application with the Secretary of State. The right to use the assumed name is effective for 5 years and may be renewed.

Senate Bill 1174, effective July 1, 2023, amends the provisions regarding the types of entities that may act as registered agents.

Senate Bill 1931, effective July 1, 2022, permits a nonprofit corporation to hold a meeting of members or proxyholders by means of remote communication.

House Bill 2645, effective April 20, 2022, allows an LLC to be formed as a decentralized organization. The articles of organization must contain a statement that it is a decentralized organization and set forth a notice on restrictions on duties and transfers.

Senate Bill 1935, effective April 8, 2022, amends provisions relating to the certification of certain documents filed by certain nonprofits with the Department of State.

Senate Bill 1660, effective March 18, 2022, provides that directors, trustees or members of the governing bodies of nonprofit corporations, associations, and organizations that are exempt from federal income taxation under § 501(c)(19) of the Internal Revenue Code shall be immune from suits arising from the conduct of the nonprofit’s affairs as long as the conduct at issue does not amount to willful, wanton, or gross negligence.

House Bill 106, effective April 7, 2021, amends the corporation law to allow a corporation to permit proxyholders to participate in meetings by remote communication and makes the authorization for remote communication by shareholders and proxyholders contingent on the implementation of certain measures and record maintenance.

Senate Bill 1754, effective June 22, 2020, clarifies the requirements regarding the form and filing of documents with the Secretary of State.

Case summaries

UCC
State v. Lyons, No. M2019-01946, decided May 15, 2023. The Tennessee Supreme Court affirmed the forgery convictions of defendants who filed over 100 false financing statements regarding 40 Tennessee residents, all done for the apparent purpose of harassment. The court held that the defendants’ actions violated Tennessee’s forgery statute, which provides in part that “forge” means “making false entries in books and records”. The court rejected the defendants’ arguments that the UCC-1s weren’t false because they were in fact UCC-1s, that they were not entered into a record, and that they lacked intent. According to the court, the UCC-1s were false in every sense of the word, the state’s UCC registry was a record, and the evidence showed the defendants intended to harm the victims.

Personal Liability
Clarksville Towers, LLC v. Straussberger, No. M2020-00756, decided May 11, 2021. The Tennessee Court of Appeals affirmed summary judgment in favor of the president and sole owner of a corporation that contracted with the plaintiff to construct a building, and whose contractor’s license expired before completion of the project. The court stated that while the corporation could be liable for operating without a license, there was no evidence the president supervised, managed or was in charge of any part of the project and therefore he could not be considered a contractor. Nor was there evidence that he misrepresented the corporation’s licensing status.

Assignment of Rights
Hight v. Tramel, No. M2019-00 845, decided November 17, 2020. The Tennessee Court of Appeals affirmed the ruling that a former shareholder lacked standing to bring a lawsuit on the corporation’s behalf. The plaintiff claimed the corporation assigned its rights in a settlement agreement he entered into with the person who bought the corporation. However, the settlement agreement was clearly between the plaintiff and the buyer and the corporation was not a party. The corporation has a separate existence from its owner and has to assign its rights itself.

Residency Requirement Violates Commerce Clause
Tennessee Wine and Spirits Retailers, Assn. v. Thomas, No. 18-96, decided June 26, 2019. The U.S. Supreme Court held that a Tennessee law prohibiting companies from obtaining a license to operate retail liquor stores unless all of their directors, officers, and owners were Tennessee residents for the previous two years violates the Commerce Clause.

Charging Order
Peach Reo, LLC v. Rice, No. 2:12-cv-02752, decided 7/11/17. The U.S. District Court, Western District of Tennessee granted a motion for a charging order against the interests of the debtor member in six LLCs. The court rejected the member’s argument that a charging order was inappropriate because the operating agreements required consent before a member could assign its interests. The governing LLC statutes provide that a charging order is a lien – which is an interest in the property of another - and not an assignment of the interest.

Other notices

September 2022 — The Secretary of State’s office has issued a warning about what it refers to as “a new scam targeting businesses and individuals in Tennessee”. According to the warning, a company that is not affiliated with or authorized by the Secretary of State is sending an official-looking mailer titled "Tennessee UCC Statement Request Form," that incorrectly implies that businesses or individuals need a copy of a UCC-1 financing statement filed against them. You can read the warning, and see a copy of the mailer, by visiting the Secretary of State’s website.

June 16, 2022 — The Secretary of State’s office has issued an alert about what it refers to as a “new scam where individuals are being asked to provide personal information from a requestor who claims to be a celebrity or claims to be requesting information on behalf of a government official such as the Secretary of State.” For more information, see the alert on the Secretary of State’s website here.

November 8, 2021 — The Secretary of State's office has indicated that it has become aware of a scam in which individuals are being asked to provide personal information from a requestor who may be claiming to be requesting information on behalf of a government official such as the Secretary of State. These communications are typically made through unofficial channels such as social media or online video streaming platforms.

May 21, 2021 — The Secretary of State issued a warning statement to business owners about a “new Certificate of Existence filing scam”. The warning states that businesses in Tennessee are receiving a mailer that falsely implies that businesses must have a certificate of existence to complete its formation or to fully operate in the state. The warning also states that the mailer and organization sending it are not affiliated with or authorized by the Secretary of State’s Office in any way. The entire warning can be read from the Secretary of State’s website.

June 11, 2020 — Tennessee’s Secretary of State issued a press release warning businesses about what they call a “misleading” mailer titled “2020 Certificate of Existence Request Form,” that is being sent to businesses across the state.

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*State fees are mandatory fees imposed by the state. Price includes online discount automatically applied at checkout. Discount is for new customers only.
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