Start Here, Finish Faster National Registered Agents, Inc.
An exchange of ideas between lawyers and paralegals practicing business law, produced in partnership between LeapLaw and National Registered Agents, Inc.
LeapLaw's 50 State Blawg  > Tennessee
Sponsored by:
Charles Coyle & Company, Inc.
Charles Coyle & Company, Inc.
1366 Baileys Corner
Suite B
Marietta, GA 30062-2074
Phone: (770) 321-0678
Toll Free: (800) 211-8645
Fax: (800) 211-8647



National Corporate Services, Inc.
National Corporate Services, Inc.
2 Club Centre Court
Suite 5
Edwardsville, IL 62025
www.ncservices.com
Phone: (618) 656-3791
Toll Free: (866) 416-6274
Fax: (618) 656-3795



ParaNet Corporation Services, Inc.
ParaNet Corporation Services, Inc.
3761 Venture Drive
Duluth, GA 30096
www.paranetlegal.com
Phone: (770) 497-9977
Toll Free: (800) 277-9977
Fax: (800) 815-0477



Triad Professional Services, LLC
Triad Professional Services, LLC
Parkway Forest 100, Suite 150
2050 Marconi Drive
Alpharetta, GA 30005
/www.triadpros.com
Phone: (877) 805-6723
Fax: (770) 220-1943




Search posts for:

Basics Box: Tennessee
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: No
    Corporate: No
  • E File:
  • UCC: No
    Corporate: No
  • Expedited Services:
  • UCC: No (standard 24 hour turnaround)
    Corporate: No (standard 4-5 working day turnaround)
  • Name Reservations:
  • Yes (4 months)
  • Preclearance:
  • No
    Advantages of Choosing NRAI as Your Registered Agent (Tennessee)
    Apostilles and Authentications (Tennessee)
    Contact Information (Tennessee)
    Domestic Corporate Dissolution Summary (Tennessee)
    Domestic Corporation Summary (Tennessee)
    Foreign Qualification Summary (Tennessee)
    LLC Formation Summary (Tennessee)
    Recommended Service Companies (Tennessee)
    UCC Searches (Tennessee)

    Advantages of Choosing NRAI as Your Registered Agent (Tennessee)
    NRAI offers the most comprehensive suite of registered agent and entity management services available anywhere. Services are available in all 50 states, the District of Columbia and in most International Jurisdictions and include:

  • Comprehensive Nationwide and International Registered Agent Network

  • Registered Agent and Registered Office in all locations

  • Telephone and e-mail notification of Service of Process

  • Free delivery of all Service of Process via express courier

  • Computerized tracking of Service of Process

  • Forwarding of all official communications received including tax forms

  • Customized electronic tax calendar

  • Full access to NRAI Document Library and website tools

  • Convenient annual invoicing for all company groups, resulting in one common renewal month selected by the client

  • Representation as agent under contract such as loan agreements, etc.

  • Nominee Officer and Director and Holding company services

  • Special representation under specific statutes such as insurance, banking, broker dealer, real estate, etc.

  • Special Purpose Entity Services such as Independent Director/Member/Trustee

  • Annual Report filings services (ARMS)

  • Electronic annual report filing in some jurisdictions

  • Access to the NRAI Affiliate Network of over 500 services professionals

  • And more………

    NRAI offers the most competitive rates and in most instances can provide substantial savings over your existing service with an upgrade in responsiveness and service. To learn more about NRAI services, contact either NRAI or NRAI Affiliate Network members.

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  • Apostilles and Authentications (Tennessee)
    A request for an apostille or authentication may be made in person or through the mail (no faxes) to the Tennessee Department of State, Division of Business Services, Notary Section.

    Requests must include:

  • A processing fee of $2.00 for each apostille or authentication must accompany the request. Please make checks or money orders payable to the Tennessee Secretary of State.

  • An original document notarized by a TN notary.

  • The name of the receiving country and indicate whether an apostille or an authentication is needed.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the TN SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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  • Contact Information (Tennessee)
    Secretary of State
    Business Services
    312 8th Ave. North
    6th Floor, Snodgrass Tower
    Nashville, TN 37243

    E-mail: business.services@state.tn.us

    Apostilles & Authentications (615) 741-3699

    Corporate Certification (615) 741-6488

    Corporate Information (615) 741-2286

    Uniform Commercial Code (UCC) (615) 741-3276

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    Domestic Corporate Dissolution Summary (Tennessee)
    Pursuant to Tennessee Business Corporation Act (Tenn. Code Ann. § 48-24) to successfully dissolve a Tennessee corporation files Articles of Dissolution.

    Consents:

    Prior to Stock Issuance or Commencing Business: Majority of incorporator or initial directors.

    After Stock Issuance: Resolution of the board of directors and majority of all voting shareholders at a meeting or by majority written consent.

    Tax Clearance: Tax clearance is required from TN Dept. of Revenue.

    Execution and Filing: Signed by officer or incorporator(s). Submit the original and one conformed copy, together with tax clearance certificate to the TN SOS.

    Filing Fee:
    $20.00

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.


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    Domestic Corporation Summary (Tennessee)
    Pursuant to Tennessee Business Corporation Act (Tenn. Code Ann. § 48-11-101 et seq.), a corporation incorporating in Tennessee files Articles of Incorporation with the Tennessee Secretary of State (TN SOS).

    Corporate Name: The corporate name must contain "corporation" "incorporated" "company" or abbreviation thereof.

    Maximum Stock for Minimum Filing Fee: None.

    No. of Directors: The corporation may have 1 director.

    Paid in Capital: None.

    Purpose: No specific business purpose is required.

    Preemptive Rights: Denied unless specifically granted.

    Cumulative Voting: Denied unless specifically granted.

    Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of Tennessee.

    Filing: Submit two original copies of the Charter to the TN SOS.

    If the principal office is in Tennessee, a copy of the charter must be submitted to the office of the Register of Deeds in the county wherein the corporation has its principal office.

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Foreign Qualification Summary (Tennessee)
    Pursuant to the Tennessee Business Corporation Act (§ 48-25), a foreign corporation may not transact business in this state until it files an Application for Certificate of Authority with the Tennessee Secretary of State (TN SOS).

    Name of Corporation: Name must contain "corporation" "company" "incorporated" or abbreviations thereof.

    Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 60 days earlier, must be attached to the Application for Certificate of Authority.

    Filing and Execution: The filing is signed by an officer of the company. Original executed copy is filed with the TN SOS.

    Filing Fee: $600.

    Penalties: Failure to qualify before transacting business in Tennessee can result in a penalty of 3 times the amount of fees, taxes, penalties and interest for each of the years the corporation transacted business without being qualified.

    In addition, a business entity transacting business without being qualified to do so may not maintain a proceeding in state courts. Failure to qualify to do business does not impair validity of contracts or prevent the entity from defending in state courts.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC Formation Summary (Tennessee)
    Pursuant to the Tennessee Revised Limited Liability Company Act (§ 48-249-101 et seq.)), a limited liability company forming in Tennessee files Articles of Organization with the Tennessee Secretary of State (TN SOS).

    LLC Name: The LLC name must contain "limited liability company" "L.L.C." or "LLC".

    No. of Members: The LLC may have 1 member.

    Execution and Filing: Signed by "organizer(s)".

    NOTE: If the principal office is in Tennessee, a copy of the charter must be submitted to the office of the Register of Deeds in the county wherein the LLC has its principal office.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:


    Determining name availability and possibly reserving the name


    Performing trademark, trade name and domain name preliminary or full searches


    Preparing the formation certificate for filing with the secretary of state


    Drafting an operating agreement


    Preparing an organizational consent of managers or members


    Obtaining the federal tax identification number by preparing IRS Form SS-4


    Preparing and filing applications of foreign registrations (if any)


    Organizing the company records book




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    Recommended Service Companies (Tennessee)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Charles Coyle & Company, Inc.
    1366 Baileys Corner, Suite B
    Marietta, GA 30062-2074
    Phone: (770) 321-0678
    Toll Free: (800) 211-8645
    Fax: (800) 211-8647

    ------------------------------------------------

    ParaNet Corporation Services, Inc.
    3761 Venture Drive
    Duluth, GA 30096
    Phone: 800.277.9977 / 770.497.9977
    Fax: 800.815.0477

    ------------------------------------------------

    Triad Professional Services, LLC
    Parkway Forest 100, Suite 150
    2050 Marconi Drive
    Alpharetta, GA 30005
    Phone: 877.805.6723
    Fax: 770.220.1943


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    UCC Searches (Tennessee)
    In Tennessee UCC filings are made at the Tennessee Secretary of State's office. UCC searches may be done online.

    UCC Searches, Generally

    A UCC-1 financing statement is used to perfect a security interest, but it does not necessarily override a previous UCC-1 filing already covering the same collateral for the benefit of a different lender. Accordingly, in the course of a secured financing transaction, UCC searches are commonly conducted to determine whether there are outstanding security interests in the same collateral.

    Historically, UCC-1s have been filed in paper form in multiple jurisdictions for each security interest. Revised Article 9 ("RA-9") of the Uniform Commercial Code (UCC), effective July 2001 simplified the filing of financing statements. Transition to RA-9 was completed as of July 1, 2006. Per old Article 9 standards, UCC searches would be performed:

  • Anywhere the company has/had property

  • Any state in which the company is incorporated and/or qualified

  • Any county where property is located.

    UCC-11s: A "UCC-11 search" is a financing statement search that is certified by the MA SOS and may be ordered through your preferred service company.

    A UCC Search Certificate and Perfection Certificate can be found in attachments to credit agreements.

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