Frequently Asked Questions for this Division

New Businesses

  • How do I register a nonprofit in Tennessee?

    Domestic and Foreign Nonprofit Corporation filings can be filed through our online filing system.

  • 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 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 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.

Nonprofit Corporations

  • What are the most common reasons for rejection of an Annual Report?
    1. The correct fee is not paid. The annual report fee for a corporation 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.

Nonresident Fiduciary

  • What is a Nonresident Fiduciary?
    • A nonresident fiduciary is a person who does not reside in Tennessee, or a bank or trust company not authorized to do business in Tennessee, that is appointed by will, deed, trust agreement, court order or otherwise to serve as trustee of a corporate or personal trust, personal representative of an estate, guardian, conservator for an incompetent person, guardian for a minor or in any other fiduciary capacity.
    • Only certain types of individuals, banks or trust companies may serve as nonresident fiduciaries.  Please consult Tennessee Code Annotated, Section 35-50-107 for a complete listing of qualified persons or entities. 
  • What must a Nonresident Fiduciary file with the Tennessee Secretary of State?

    A nonresident person, bank or trust company cannot serve in a fiduciary capacity in Tennessee unless and until it has appointed in writing the Tennessee Secretary of State as its agent for service of process.  This appointment authorizes the Secretary of State to receive and to forward to the nonresident fiduciary by registered or certified mail all process in any action or proceeding relating to any trust, estate or matter within this State in which the person, bank or trust company is serving as fiduciary. 

    The appointment document submitted to the Secretary of State must contain the following items: 

    • The name of the specific trust, estate, or person for which the fiduciary has been appointed; 
    • The name and out-of-state street address (including zip code) of the fiduciary; 
    • A statement clearly designating the Tennessee Secretary of State as agent for service of process; 
    • An original signature of the nonresident person or the representative of the bank or trust company (or a certified copy of the signed appointment document); and 
    • The date the document is signed. 
    • The appointment document need not be in affidavit form or notarized. 
    • The appointment document must be accompanied by a filing fee of $10.00.  Please make checks or money orders payable to the Tennessee Secretary of State. 

    Agent Appointment by Nonresident Fiduciary form is also available.

Notary Public

  • Are notary commissions assigned numbers?
    The State of Tennessee does not assign numbers to Notary Commissions.
  • Can a notary perform marriages?

    Yes, Public Chapter No. 255 of the 112th General Assembly changes the language allowing notary publics to perform marriages.  There are no additional provisions to regulate how Notaries perform marriages, but they must follow the rules required of all officiants. Effective April 28, 2021.

  • Does the “well-bound book” need to be a specific format?

    The Attorney General stated that the notary is not required to keep the record in a particular type of “well bound book,” but that the notary may keep the information in another recorded format, as long as certain standards are met, as set forth fully in the opinion. This Attorney General’s opinion is available here: Attorney General Opinion No. 14-89

  • How do I check on the status of my notary commission?

    You can check with your county clerk's office to see if the request has been submitted to our office.  You can also go to the Notary Search page and search for your information to check the status of your commission at https://tnbear.tn.gov/Notary/notary

  • How do I handle a complaint about the conduct of a Notary?

    A Notary is considered a public official and may be removed from office just as any other official. Complaints concerning official misconduct should be directed to local Law Enforcement in the county in which the Notary is elected or in which the alleged misconduct occurred.

    With regard to criminal conduct of a notary, Attorney General Opinion No. 07-157 states:

    "Pursuant to Tenn. Code Ann. § 8-7-103, the District Attorney General has the duty of prosecuting all violations of state criminal statutes which occur in his or her district. This duty includes prosecutions of criminal acts committed by notaries. A citizen who wishes to file a criminal complaint against a notary public may do so by contacting the District Attorney General of the judicial district in which the alleged criminal conduct occurred and proceeding through the complaint process."

    Additionally, as explained in the above opinion of the Attorney General, a notary may be removed from office through the ouster proceedings set forth in Tenn. Code Ann. § 8-17-101.

    A directory of District Attorneys can be found at Tennessee District Attorneys General Directory.

  • How do I renew a Notary Commission?

    The renewal process for a notary is the same process as obtaining your original commission.

  • How long does a notary commission last?

    A Notary’s term of office is four years. The four-year term begins on the date that the notary commission is issued by the Governor. It is a Class C misdemeanor for a Notary to act in an official capacity after the expiration of their notary commission.

  • What are the duties and responsibilities of a Notary?

    A Notary has the power to administer oaths and take depositions, affidavits, and acknowledgments. A Notary’s powers and duties can be exercised in all counties in the State of Tennessee.

  • What are the notary statutes?
    T.C.A. § 8-16-101 and T.C.A. § 8-18-101
  • What are the requirements for Notary Seals?

    State law requires that all notaries use an official seal prescribed and designed by the Secretary of State. The notary must purchase the official seal at his or her own expense. At the notary’s request, the county clerk may obtain an official seal for the notary, and the county clerk may charge a fee for this service not to exceed 20 percent of the cost of the seal. T.C.A. § 8-16-114.

    The current design prescribed by the Secretary of State is a circular seal with the notary’s name (as it appears on the commission) printed at the top, the county of election printed at the bottom, and the words “State of Tennessee Notary Public” or “Tennessee Notary Public” printed in the center.

    The seal may be imprinted by a rubber or other type stamp (not an impression seal), and the stamp must be imprinted in some color, not black or yellow, that is clearly legible and appears black when copied on a non-color copier. Notaries may continue to use their impression seals until the expiration of their term. The use of an embossed seal after May 12, 2003, does not render an acknowledgment defective. T.C.A. § 8-16-114.

    The seal must be surrendered to the county legislative body (through the county clerk) upon expiration of the notary’s term of office or resignation, and the personal representative must surrender the seal in the event of the death of the notary. T.C.A. § 8-16-114.

  • What are the requirements of a notary signing agent?

    A Notary Signing Agent or a Loan Signing Agent is a Traditional Notary who has special training to handle loan document signings. The State of Tennessee does not have any additional requirements or guidelines for Notary Signing Agents or Loan Signing Agents.

  • What fee can a notary charge for their services?

    According to Tenn. Code Ann. § 8-21-1201, “Notaries public are entitled to demand and receive reasonable fees and compensation for the notaries public's services.”

  • What is a Notary?

    A Notary is a position created by state law allowing individuals, as state public officials, to:

    • Acknowledge signatures upon personal knowledge or satisfactory proof
    • Administer oaths
    • Record and/or transcribe depositions
    • Confirm the authenticity of signatures on affidavits.
  • What is the liability of a notary?
    Tennessee statutes provide that if a notary who takes acknowledgment of a deed or other instrument fails or refuses to comply with and discharge the duties required of a notary, he or she shall forfeit and pay the sum of $100 for the use of the county of the notary’s residence and shall, moreover, be liable to the party injured for all damages, including costs, the party may sustain by the notary’s failure or refusal to discharge the statutory duties. T.C.A. § 66-22-113. Such action can be based on the negligence or misconduct of the notary. Other penalties for misconduct are discussed elsewhere in this publication. Liability is not limited to the amount of the statutorily mandated bond. Professional liability insurance may be available for a notary public.

Remote Online Notary

  • Do you have a list of approved third-party vendors for Online Notaries?

    No, the Tennessee Secretary of State does not recommend nor endorse any third-party vendors.  Whatever platform you choose should provide identity proofing, credential analysis, and storage for your video recordings of notarial acts.  It should also be capable of attaching your electronic seal, electronic signature, and electronic notarial certificate to an electronic document.

  • Does the State of Tennessee offer e-notaries?

    No, the State of Tennessee only offers notaries and remote online notaries.

  • How do I handle a complaint about the conduct of a Notary?

    A Notary is considered a public official and may be removed from office just as any other official. Complaints concerning official misconduct should be directed to local Law Enforcement in the county in which the Notary is elected or in which the alleged misconduct occurred.

    With regard to criminal conduct of a notary, Attorney General Opinion No. 07-157 states:

    "Pursuant to Tenn. Code Ann. § 8-7-103, the District Attorney General has the duty of prosecuting all violations of state criminal statutes which occur in his or her district. This duty includes prosecutions of criminal acts committed by notaries. A citizen who wishes to file a criminal complaint against a notary public may do so by contacting the District Attorney General of the judicial district in which the alleged criminal conduct occurred and proceeding through the complaint process."

    Additionally, as explained in the above opinion of the Attorney General, a notary may be removed from office through the ouster proceedings set forth in Tenn. Code Ann. § 8-17-101.

    A directory of District Attorneys can be found at Tennessee District Attorneys General Directory.

  • How much does it cost to become a remote online notary?

    The application fee is $75.  

  • I'm registered with multiple vendors; do I have to update my remote online notary information with all their information?

    Yes, each vendor that you are utilizing their software to remotely notarize documents should be listed in your dashboard under your vendor technologies.  You have the option to add new vendor technologies in your dashboard for free.  The same documents are required to be uploaded.

  • What are the online notary seal requirements?

    In accordance with Tennessee Rule 1360-07-03-.04, an online notary public shall use an electronic seal that substantially conforms to the following design: a circular, square, or rectangular seal with the notary public's name as it appears on the commission printed at the top, the county of election printed at the bottom, the words 'Tennessee Notary Public' printed in the center, and the words "Online Notary Public" printed below.  The electronic seal must also be accompanied by a statement of the date upon which the online notary public's commission expires.

    Image
    Notary Seal Example
  • What are the storage requirements for online notarization records?

    Tennessee Rule 1360-07-03-.03 states

    1. The records shall be retained in a safe and secure manner, for five years following the date of the notarization.
    2. A backup of the electronic records shall also be maintained for five years following the date of the notarization.
    3. A notary can elect to store such recordings with a custodian, or a repository and such recordings may be stored separately from the journal if it is cross-referencing the place of storage and how the record is stored.
    4. The original records and backup shall be protected from unauthorized use.
  • What documentation do I need to submit with my remote online notary application?
    1. The name of your vendor and a description of the technologies it uses to provide the services listed in the Tennessee Rules [1360-07-03-.02(h), (i), (l ), (m), (n)]
    2. An explanation of the method or technology you will use to maintain an electronic notary journal as required by the Rules;[1360-07-03-.03(12)]
    3. A copy of your unique electronic seal; [1360-07-03-.03(k)]
    4. A copy of your unique electronic notarial certificate or other technology for rendering a notarized electronic document tamper-evident;[1360-07-03-.04(13)]
    5. A copy of the instructions or techniques supplied by the vendor that allows the online notary public's electronic notarial certificate to be read and authenticated;[1360-07-03-.04(8)]
    6. A copy of the instructions or techniques supplied by the vendor that allow the online notary public to conduct identity proofing and credential analysis. [1360-07-03-.02(m)]
  • What is a digital notarial certificate?

    The portion of a notarized electronic document that is completed by the notary public, bears the notary public's electronic signature and official electronic seal, official title, commission expiration date, any required information concerning the date and place of the electronic notarization, and states the facts attested to or certified by the notary public in a particular electronic notarization.

  • What is an Online Notary Public?

    In April of 2018, the Tennessee Legislature passed Senate Bill 1758 known as the “Online Notary Public Act”. This Act went in effect as of July 1, 2019. The Act defines “Online Notarization” as “a notarial act performed by means of two-way video and audio conference technology…”. This means that the notary and the principal whose signature is notarized are not in the same place but interact remotely over the internet. All regular notary rules apply to these transactions including the requirement for the notary to confirm the identity and state of mind of the principal, the voluntary nature of the act and the legality of the document. This will require online notaries to have access to significant technological resources via a contract with a third-party online notary vendor. This Act authorizes Tennessee notaries to perform remote online notarizations after the completion of an application and approval from the Tennessee Secretary of State.  The steps which must be taken for a notary to perform online notarizations can be found in the  Online Notary Public Guide.

  • What is the difference between E-Notaries and Remote Online Notaries?

    In e-notarization, the notarization uses digital signatures but must occur in the physical presence of the notary, similarly to a traditional/pen and paper notarization.  In remote notarization, the person is not in the physical presence of the notary but is present through audio and visual equipment such as a webcam.

  • What is the fee that can be charged for an online notarization?

    A fee can be required not to exceed $25 for each online notarization per Tennessee Rule 1360-07-03-.03.

  • Where do I obtain my digital notarial certificate?

    The third-party vendor you have chosen should provide you with the certificate.

Summons & Service of Process

  • How can I check on the status of a request for issuance of Service of Process?

    The Service of Process Search allows you to check on the status of a Service of Process issuance by the defendant’s last name (or company name if a company) or by court docket number. This database reflects all non-archived processes served through the Tennessee Secretary of State as of three working days prior to the requested date.  Service of Process records are archived on an annual basis.

  • Under what legal authority does the Secretary of State accept service of process?

    Service of Process is issued under the following statutes:

    • Tennessee’s Long-Arm Statutes, Tennessee Code Annotated (T.C.A.) Title 20, Chapter 2, Part 2.
    • The Tennessee Business Corporation Act, T.C.A. Title 48, Chapters 11-27
    • Tennessee Nonprofit Corporation Act, T.C.A. Title 48, Chapters 51-68
    • Tennessee Limited Liability Company Act ,T.C.A. Title 48,Chapters 201-248
    • The Tennessee Revised Limited Liability Company Act, T.C.A. Title 48, Chapter 249
    • The Tennessee Revised Uniform Partnership Act, T.C.A.  Title 61, Chapter 1
    • Tennessee Revised Uniform Limited Partnership Act, T.C.A. Title 61, Chapter 2

    The Hague Convention is preprinted as an annotation to Rule 4, 28 U.S.C.A., Fed. R. Civ. P., Rules 1011, (1992) (Annotation to Rule 4).

  • What reason might a Service of Process filing be rejected by the Division of Business Services?

    A Service of Process filing may be rejected for many reasons.  Some of the most common reasons are:

    • An insufficient number of copies of the summons are submitted (an original and one certified copy are required for each defendant).
    • An address for an out-of-state defendant is not provided.
    • The defendant and/or agent for Service of Process has a Tennessee address requiring Service of Process by the Sheriff of the county of the defendant and/or agent not by the Secretary of State.
    • The $20.00 filing fee is not enclosed.
    • The check, bank draft, or money order is not made payable to the “Tennessee Secretary of State.”
    • The original and/or certified copy of the summons is not signed by the Clerk or Deputy Clerk.
    • The Clerk’s certified stamp, seal, or imprint is not affixed to the summons.
    • The process is to be served on an insurance company requiring Service of Process through the Commissioner of the Tennessee Department of Commerce and Insurance.
    • The action is instituted in a court outside Tennessee.

Trademarks

  • For what reason might an application for registration or renewal of trademark be rejected by the Division of Business Services?

    The reasons for rejection include, but are not necessarily limited to:

    • An incomplete form is submitted.  All blanks must be filled in for both registration and renewal applications.
    • An acceptable specimen is not provided.  A specimen is required for both registration and renewal applications.
    • No signature.
    • Incomplete dates.  Dates must include month, day and year.
    • The application is completed in pencil.  All registration and renewal applications must be typewritten or completed in ink.
    • Failure to include the $20.00 per classification filing fee.
    • Failure to include the type of goods and/or services to be provided.
    • Failure to include the mode or manner of use.
    • Failure to include a classification in the application.
    • A new owner is listed in a renewal application.
  • How can I check on the status of trademarks in the State of Tennessee?

    To access information on trademarks, use the Trademark/Servicemark Search. This database reflects active trademarks/servicemarks on file with the Tennessee Secretary of State. Both 'Active' and 'Cancelled' marks are searchable.

  • How do I assign a registered trademark or service mark?

    Pursuant to T.C.A. § 47-25-507, a registered mark is assignable with the good will of the business in which the mark is used, or with that part of the good will of the business connected with the use of and symbolized by the mark. An assignment must be made by “instruments in writing duly executed.” An assignment must include within the assignment instrument itself a provision expressly indicating the transfer of “good will” to the assignee.

    A separate assignment instrument and application for assignment of trademark or service mark must be submitted for each registered mark; if a mark is registered in more than one class, only one assignment instrument and application need be submitted. A photocopy of the executed assignment instrument may be submitted in lieu of the original assignment instrument if it is certified by any of the parties thereto, or their successors, to be a true and correct copy of the original.

    To assign a registered trademark or service mark use the Application for Assignment of Trademark or Service Mark.

  • How do you describe the mark in words?

    Enter a complete and accurate description of the overall mark. If the mark contains both words and a design element, the description must include both. If a mark is in color, you must list the portions of the mark that are in color and the corresponding color for each. If the description is not accurate, either incomplete or includes words, letters, numbers, or other elements not actually appearing in the mark image, the applicant will be required to amend the description of the mark.

  • Once registered, how long does a trademark last?

    Trademark protection lasts for five years from the date of filing.  Trademarks can be renewed for subsequent five year intervals beginning from six months prior to expiration until the day of expiration.

  • What are specimens?

    A specimen is an actual example of the use of the mark in commerce.  It is the means by which the public would view your mark and be aware of the specific goods or services offered.

    For trademarks, examples of acceptable specimens are tags or labels that are attached to the goods, containers for the goods, displays associated with the goods, or photographs of the goods showing use of the mark of the goods themselves. Invoices, announcements, order forms, bills of lading, leaflets, brochures, catalogs, publicity release, letterhead and business cards may be acceptable specimens for trademarks if they sufficiently demonstrate that the mark is being used with the goods. If it is impractical to send the actual specimens because of its size, photographs or other acceptable reproductions that show the mark on the goods, or packaging for the goods, must be furnished.

    For services marks, examples of acceptable specimens are signs, brochures about the services, advertisements for the services, business cards or stationary showing the mark in connection with the services, or photographs that show the mark either as it is used in the rendering or advertising of the services. The specimen must either show the mark and include some clear reference to the type of services rendered under the  mark in some form of advertising, or show the mark as it is used in the rendering of the service (for example, on a store front or the side of a delivery truck).

    The specimen should not be larger than 8 ½ inches by 11 inches and should be flat. Small specimens, such as tags or labels, must be taped or pasted to a sheet of paper and labeled “SPECIMEN”.

  • What are the laws governing trademark registration in the state of Tennessee?

    The Tennessee Trade Mark Act of 2000 governs trademark registration in Tennessee.  The Tennessee Trade Mark Act of 2000 can be found in the Tennessee Code Annotated, Sections 47-25-501 through 47-25-518.

  • What is a service mark?

    A service mark is the same as a trademark, except that a service mark is used by a person to identify services rendered or offered and to distinguish them from the services rendered or offered by another person.  The services must be provided to the public or any party other than the applicant.  In general, you use a service mark to identify services that are offered or sold (examples include restaurant, retail business and computer services).

  • What is a trademark?

    A trademark is any word, name, symbol, device or combination thereof used by a person to identify goods made or sold and to distinguish them from the goods made or sold by another person.  In general, you use a trademark to identify a product or goods that are sold (examples include soft drinks, automobiles, magazines and food).