Frequently Asked Questions for this Division

Apostilles & Authentications

  • What is an Apostille or an Authentication?

    An Apostille or an Authentication certifies the authenticity of the signature, seal and position of the official who has executed, issued or certified a copy of a public document.  An Apostille or an Authentication enables a public document issued in one country to be recognized as valid in another country.  While they accomplish the same objective, there are differences between Apostilles and Authentications.

    An Apostille is a certification form set out in The Hague Convention abolishing the requirement of legalization for foreign public documents (1961).

    An Apostille may be obtained to transmit public documents executed in one signatory country to another signatory country in which the documents need to be produced.  The Hague Convention defines a “public document” as:

    1. Those originating in a court, clerk of a court, public prosecutor or process server;
    2. Administrative documents;
    3. Notarial acts; and
    4. Official certificates are placed on documents.

    An Authentication may be obtained to transmit public documents to countries that have not subscribed to The Hague Convention.

  • Who issues Apostilles and Authentications?

    The Tennessee Department of State, Business Services Division, issues an Apostille or an Authentication under the authority of the Tennessee Secretary of State with respect to documents executed, issued or certified by Tennessee County Clerks, the Tennessee State Registrar, and the Tennessee Secretary of State.

    If a document needs an Authentication, the United States Department of State must also certify the Tennessee Secretary of State’s signature on the Authentication.  This step is not necessary for an Apostille.

Athlete Agent

  • What is the law for Athlete Agents in Tennessee?

    T.C.A. § 49-7-2104 provides that an individual may not act as an athlete agent in Tennessee without holding a Certificate of Registration as an Athlete Agent in Tennessee. If a student-athlete, or someone acting on the student’s behalf, initiates communication with the agent, the agent must submit an application for registration as an Athlete Agent in Tennessee within 7 days of the initial contact. An agency contract resulting from conduct in violation of this section is void, and the athlete agent shall return any consideration received under the contract.

    T.C.A. § 49-7-2110 requires all agency contracts between a student-athlete and athlete agent to include a statement that the athlete agent is registered as an athlete agent in Tennessee and list any other states in which the agent is registered as an athlete agent, among other requirements. 

    T.C.A. § 49-7-2111 sets out requirements to notify educational institutions when a student-athlete enters into a contract. Additionally, when an educational institution becomes aware of any violation of the notice requirements listed in the statute, it must notify the secretary of state and any professional league or players’ association of the violation.

    Tennessee Code Unannotated

Corporations

  • Does the corporation have to be recorded anywhere else?

    Yes, if the principal address is in Tennessee, the filed document must be recorded in the Registered of Deeds in the county where the principal office is located.

  • How do I decide on the business structure for my Company?

    If you are unsure as to what type of business (i.e. Corporation, Limited Liability Company, Partnership, etc.), you may need to contact an attorney or tax professional, as this office is unable to assist in that determination. For information on types of business entities and tax, treatments consult the IRSTennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.

  • How many shares of stock are required when filing a charter?

    The minimum is one.  There is no limit on the maximum number of shares authorized.,

  • What are authorized shares?

    Authorized shares are the number of shares of stock that the charter allows the corporation to issues.

  • What are bylaws?

    Bylaws are the code or rules by which the corporation is run, and explain the conditions and limitations that the corporation must follow in conducting its business.

  • What are the most common reasons for rejection of an Annual Report?
    1. The correct fee is not paid. The annual report fee is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
    2. An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
    3. The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
    4. The annual report is not signed and/or dated.
    5. The annual report is not typed or filled out in ink.
  • What is an Incorporator?

    The incorporator is the person that files the charter of the corporation. The incorporator must be of legal age to enter into contracts. Once the charter has been filed, the incorporator’s function is complete.

  • What Is the Board of Directors?

    The board of directors is a group of people who direct and oversee the business activities of the corporation. The board hires officers to conduct the day-to-day operation of the corporation. In the case of small, tightly held corporations, the board of directors and the officers may serve in both capacities.

  • What is the fewest number of people needed to incorporate?

    One (1)

Domestic Corporations

  • What is an Incorporator?

    The incorporator is the person that files the charter of the corporation. The incorporator must be of legal age to enter into contracts. Once the charter has been filed, the incorporator’s function is complete.

Existing Businesses

  • How do I change my business address?

    You can file form SS-4800 to change the mailing address by mail or in person. A change in Registered Agent or principal address requires filing Articles of Amendment and paying the statutory $20 filing fee.  Forms can be found on our the Forms & Fees page for mail and in person filings.

  • What are the most common reasons for rejection of a filing?
    • The required filing fee was not enclosed.
    • The document has not been signed
    • The document is not clear and legible.
    • The document was not enclosed.
    • The document is not dated.
    • An email address was not provided.
    • The name that you have requested is unavailable because it is not distinguishable from another business entity on file.
    • We were not able to obtain tax clearance from the Department of Revenue.  Please, contact the Tennessee Department of Revenue at (615) 253-0600 or (800) 342-1003.  Once you have satisfied their requirements, resubmit your document to our office for filing.
    • The address of the registered office must be a physical Tennessee address; it cannot be a post office box, route number, or box number alone.
  • What are the most common reasons for rejection of an Annual Report?
    1. The correct fee is not paid. The annual report fee is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
    2. An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
    3. The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
    4. The annual report is not signed and/or dated.
    5. The annual report is not typed or filled out in ink.
  • What is a Certificate of Existence?

    A certificate of existence is a document issued by our office that certifies that an entity is active and in good standing.

  • What is a registered agent?

    A registered agent is a person or company who agrees to accept legal mail on behalf of your entity.  Tennessee requires that all entities (except General Partnerships (GP) to maintain a registered agent/office in the State of Tennessee at all times.

  • What is an Administrative Dissolution?

    An Administrative dissolution occurs for the following reasons:

    • Failure to file an annual report
    • Being without a registered agent
    • A foreign entity fails to maintain its assumed name due to a name conflict
    • Returned payment by a financial institution
  • What is an Assumed Name?

    An assumed name is a name other than the true entity name under which it conducts business.  Tennessee does not recognize 'DBAs' (doing business as) or fictitious names.  The assumed name is good for 5 years and can be renewed.

  • When do I need a certificate of tax clearance from the Tennessee Department of Revenue?

    Tax clearances are required to obtain a certificate of existence, to reinstate, and to terminate, cancel or withdraw an entity from Tennessee. 

  • Why does my business entity show up as inactive?

    A business entity that has failed to file its annual report on a timely basis may be administratively dissolved and placed in inactive status. The filing history of every business is shown in the Business Information Search. Click on “filing history” for details on your business.

Fantasy Sports

  • Where can I find the rules and regulations for Fantasy Sports Operators?

    A copy of the rules and regulations for Fantasy Sports Operators can be found under Chapter 1360-03-05 of the Effective Rules and Regulations of the State of Tennessee.

Foreign Corporations

  • How do I file a foreign business in Tennessee?

    A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

Foreign Limited Liability Companies

  • How do I file a foreign business in Tennessee?

    A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

Foreign Limited Liability Partnerships

  • How do I file a foreign business in Tennessee?

    A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

Foreign Limited Partnerships

  • How do I file a foreign business in Tennessee?

    A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

Foreign Nonprofit Corporations

  • How do I file a foreign business in Tennessee?

    A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

General Partnerships

Limited Liability Companies

  • How do I decide on the business structure for my Company?

    If you are unsure as to what type of business (i.e. Corporation, Limited Liability Company, Partnership, etc.), you may need to contact an attorney or tax professional, as this office is unable to assist in that determination. For information on types of business entities and tax, treatments consult the IRSTennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.

  • What are the most common reasons for rejection of an Annual Report?
    1. The correct fee is not paid. The annual report fee is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
    2. An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
    3. The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
    4. The annual report is not signed and/or dated.
    5. The annual report is not typed or filled out in ink.

Limited Liability Partnerships

Limited Partnerships

Motor Vehicle Temporary Liens

  • Can I search the Motor Vehicle Temporary Lien database?

    Click here for the Motor Vehicle Temporary Lien database.

  • How do I record a Motor Vehicle Temporary Lien?

    A Motor Vehicle Temporary Lien may be obtained by filing the following information:

    1. A completed Application for Motor Vehicle Temporary Lien, form SS-4258;
    2. Payment of the $10 filing fee

    Once the application has been processed a cover letter and the form will be returned for your records.

  • When does a Motor Vehicle Temporary Lien terminate?

    A temporary lien properly filed with the Business Services Division automatically terminates after 180 days or upon being otherwise perfected, whichever occurs first. After 270 days, the temporary lien documents are purged from the filing system and destroyed.

  • Where can I find permanent Certificate of Title and Other Motor Vehicle Lien information?

    Permanent Certificate of Title and other Motor Vehicle Lien information can be found at the Tennessee Department of Revenue.

  • Where do I find the application to file a Motor Vehicle Temporary Lien?
    • Click Here to prepare or file the application online.
    • You can find the printable form here.
  • Where do I find the law for the Motor Vehicle Temporary Lien program?

    The law relating to the Motor Vehicle Temporary Lien program is found in the Tennessee Code at §55-3-126(f).  You can access the Tennessee Code at: Michie/LexisNexis.

  • Where do I mail my Motor Vehicle Temporary Lien application?

    Tennessee Secretary of State
    Division of Business and Charitable Organizations
    MVTL Section
    6th Floor, Snodgrass Tower
    312 Rosa L. Parks Avenue
    Nashville, TN 37243

Municipal Clerks

  • Are there any continuing education requirements?

    To retain certification, a certified person is required to attend a minimum of  18  hours of continuing education courses every  3  years.   This requirement may be met by attending a minimum of 18 credit hours from any of the following or combination thereof, provided that the hours were not used to complete the required hours of education for certification: 

    • The Academy for Advanced Education (U.T.);
    • The International Institute of Municipal Clerks annual conference or state, provincial or regional clerks meetings;
    • Seminars conducted by the Tennessee Municipal League;
    • Leadership and Technical Programs (U.T. Municipal Training); or 
    • Job-related seminars.
  • How can I apply for certification or continuing education credit?

    You may obtain Form #SS-4507, Application for Certification of Municipal Clerks & Recorders and Continuing Education Credit, from our website or upon request from our office. 

    For certification, the application must be accompanied by a copy of the certificate(s) from the institution(s) at which the qualifications were completed.  The certificate(s) (other than a degree) should indicate the number of hours completed.  If credit is claimed for job-related seminars, then documents must also be submitted outlining seminar content. 

    For continuing education credit, the application must be accompanied by a copy of the certificate(s) of attendance and a statement as to the number of credit hours completed.  If credit is claimed for job-related seminars, then documents must also be submitted outlining seminar content. Please note that the Division of Business Services does not pre-certify seminars for content applicability or for applicable credit hours. Applications are accepted by mail, fax or in person. Upon receipt and approval of an application, the Division of Business Services will issue to the applicant a certificate confirming the certification or continuing education credit. 

  • What are the qualifications for certification?

    To be certified, a person must obtain certification from the International Institute of Municipal Clerks or must complete a minimum of 100 credit hours from any of the following or combination thereof:

    • The Municipal Clerks Institute (U.T.); 
    • The U.T. Center for Government Training
    • Seminars conducted by the Tennessee Municipal League;  
    • Leadership and Technical Programs (U.T. Municipal Training); 
    • Job-related seminars; or 
    • An A.A. or A.S. degree (maximum credit of 25 hours) or a B.A. or B.S. degree (maximum credit of 50 hours), provided that credit will be given for only one degree. 
  • Who is exempt from certification?
    • Any person who is licensed to practice law in Tennessee and who satisfies continuing legal education requirements  
    • Any person who has been appointed or is acting in the capacity of  a city manager or administrator and who possesses a M.A. degree in public administration  
    • Any person who is a certified public accountant holding a certificate as provided in Section 62-1-106 or Section 6-1-107
    • Any person who has served as both a city judge and city recorder for at least 25 years
  • Who must be certified?

    A municipality with a population of 1,500 or more according to the 1990 Federal Census or any subsequent Federal Census, which employs an officer or employee responsible for exercising any of the duties of Municipal Clerk & Recorder, must have at least one certified person.   For other municipalities, certification is optional. 

New Businesses