People also ask
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 IRS, Tennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.
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.
Commitment of Respect
The staff of the Tennessee State Library and Archives affirms its ongoing dedication to treating all people with respect and dignity. Libraries and archives have a long history of working to provide equal access to resources and services for all communities. We also recognize our duty to achieve an archival collection that reflects the experiences of Tennessee’s diverse population from urban to rural, farm to factory, and across the demographic spectrum. We acknowledge that our work in this area is never complete and remain available to community partners from every part of our society. We will continue to apply the highest standards of professionalism and respect in our work as we welcome visitors and develop new ways for Tennesseans to access information and interact with their historical records. As individuals we stand with all persons seeking justice and an end to any discriminatory practice that undermines the value of human life.
Per state and local guidelines, face coverings are now optional for the public and staff. Staff will continue maintaining the recommended six feet distance when interacting with visitors.
Briefcases, bags, totes, purses, and notebooks are subject to examination by a staff member when entering or leaving the Reading Room.
Lockers are available for patrons to store belongings during their visit. The Library & Archives is not responsible for any personal items left unattended. Visitors using original manuscripts will be required to leave their belongings in a locker.
Backpacks must be stored in a locker. If a backpack is too large to fit in a locker, then it must either be locked in the patron's vehicle or stored in the main lobby while using Library & Archives materials.
Domestic and Foreign Nonprofit Corporation filings can be filed through our online filing system.
Program Participants are not subject to selection for state or municipal jury duty. T.C.A. § 40-38-607.
Program participants should not appear on state or municipal jury selection lists. If a program participant is selected for jury service, the summoning court should excuse the program participant.
If a program participant receives a jury summons for either state or municipal jury duty, the Participant must notify the summoning court of the participant's exempt status and provide a copy of the Participant's Certificate of Program Participation, if requested.
Participants may not fail to respond to a jury summons.
- Whenever a program participant is required by law to swear to or affirm the participant’s address, the participant may use the participant’s substitute address. T.C.A. §§ 40-38-602, 606.
- Wherever a program participant is required by law to establish residency, the participant may use the participant’s substitute address. T.C.A. §§ 40-38-602, 606.
- The substitute address may be used for motor vehicle records and may be printed on a drivers license. T.C.A. § 40-38-602.
- The substitute address may also be used as your official mailing address for all public utilities and public utility service providers. T.C.A. §§ 40-38-602, 606.
- Participants may also request that private entities use the substitute address, although they are not required to do so.
Private businesses are not required by statute to accept a Safe at Home Participant's substitute address. However, private companies or agencies are encouraged to make every effort to keep a participant’s information safe by accepting the substitute address whenever possible. If agency or business employees have questions about using the substitute address, they may contact the Safe at Home Program directly.
The Library & Archives provides free patron parking in its garage. To access the garage, patrons must obtain a library card at the first-floor receptionist desk.
First-time patrons may temporarily park in the parallel street parking on Rep. John Lewis Way N. After receiving an activated library card from the security receptionist, patrons should move their vehicles to the garage via the ramp on Jackson Street/Junior Gilliam Way.
On weekends, visitors may also park free in the state employee parking lots around the Bicentennial Capitol Mall State Park.
- When listing, appraising, or assessing property taxes;
- When collecting property taxes;
- On any document related to real property recorded with a county clerk or recorder.
New businesses can be formed using the Secretary of State's online business registration system.
Program Participants must vote by absentee ballot. T.C.A. § 40-38-607.
Program participant absentee ballots must be treated as confidential and must be processed confidentially by the Administrator of Elections. Program participants shall appear in the statewide official voter registration list only by the Participant Identification Number.
As authorized by law, properly designated law enforcement agency officials and administrative agency officials may request disclosure of information relating to a program participant. T.C.A. § 40-38-609. What information may be available to law enforcement or administrative agency officials?
- Properly designated law enforcement agency officials and administrative agency officials may request confirmation of program participation pertaining to a supposed program participant.
- Properly designated law enforcement agency officials and administrative agency officials may request disclosure of information pertaining to a program participant, including the confidential address, subject to the discretion of the Secretary of State. Program Participants may be entitled to prior notice and appeal rights.
- Disclosure of a participant’s confidential address, or any other information contained within a program participant’s file, shall be limited to ensure that the disclosure and dissemination of the confidential address will be no greater than necessary for the specific purpose for which it was requested.
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.
You are not required to use an attorney to file a new entity; however, using the services of a professional may be helpful.
- 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.
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.
We index information in the UCC system based upon the name of the debtor.
The required indebtedness language is “Maximum principal indebtedness for Tennessee recording tax purposes is $____________________________.” Tennessee law imposes a recording tax on any instrument evidencing indebtedness, including, but not limited to, mortgages, deeds of trust, conditional sales contracts, and financing statements.
The “indebtedness” is the principal debt or obligation which is reasonably contemplated by the parties to be included within the terms of the agreement. "Indebtedness" does not include any amount of interest, collection expense including, but not limited to, attorney's fees and expenses incurred in preserving, protecting, improving, or insuring property which serves as collateral for the indebtedness, or any other amount, other than the principal debt or obligation, for which a debtor becomes liable unless such amount is added to the principal debt or obligation, and is used to calculate additional interest pursuant to refinancing, reamortization, amendment or similar transaction or occurrence.
Request a search by filing an Information Request (UCC11). The fee for a copy search is $15.00 for each filing plus $1.00 per page.
Our online search (https://TNBEAR.TN.gov/UCC) displays summary information about a financing statement (debtors, secured parties, dates). Information Requests (UCC11) can now be submitted online and as soon as payment is complete, you are able to retrieve a .pdf file of the images.
Please note that a financing statement fling will not appear in a UCC11’s search results until the processed-through date in the office has passed the online filed date and time. The processed-through date appears in red at the top of the UCC Online Services page
Currently, credit cards, debit cards, and e-check payments are available for web filed documents. File online at https://TNBEAR.TN.gov/UCC
We do not accept faxed or emailed filings. However, you may file online at https://TNBEAR.TN.gov/UCC.
UCC forms are available online on our Business Forms & Fee page.
Use the online UCC search tool or file a UCC11 Information Request.
T.C.A. § 47-9-516(b) provides a list of rejection reasons. The following are some examples:
- The UCC filing is not filed on the proper form. The appropriate forms are the Tennessee forms prescribed by T.C.A. § 47-9-521 and those approved by the International Association of Commercial Administrators (IACA).
- The correct total amount due for the filing fee and recording tax (if applicable) was not submitted. Note: When an inadequate payment amount for multiple transactions is submitted with a UCC3, all transactions are rejected.
- When filing an amendment, the initial financing statement file number is not legible or cannot be matched to an un-lapsed initial financing statement.
- For a continuation, the record is not filed within the six month window prior to the lapse date.
- In the event of an assignment, the filing fails to legibly provide the name and mailing address of the assignee.
- When an amendment adds a new party, the record does not legibly provide the new party’s name and/or mailing address.
- When an amendment adds a new debtor, the record does not legibly identify the debtor’s name and/or mailing address.
- When an initial financing statement or an amendment that increases the maximum principal indebtedness does not include the required indebtedness language.
- A check could not be honored.
- The original file number (UCC1) was not provided when you submitted a UCC3.
Please be sure that any filing not submitted on a Secretary of State form (especially search requests) includes all of the required information. Our forms contain all of the required information.
A UCC financing statement is effective for a period of five (5) years. A financing statement lapses or terminates at the end of the five-year period. A continuation statement can be filed to extend the lapse date if it is filed within six (6) months before the security interest expires. An initial financing statement filed in connection with a public-finance transaction or manufactured-home transaction is effective for a period of thirty (30) years after the date of filing if it indicates that it is filed in connection with a public-finance transaction or manufactured-home transaction. If a debtor is a transmitting utility and a filed initial financing statement so indicates, the financing statement is effective until a termination statement is filed.
A UCC financing statement is valid until it lapses.
If the recording tax on the stated indebtedness has been paid at the county level, the following are required:
- The indebtedness language (“Maximum Principal Indebtedness for Tennessee Recording Tax Purposes is $_______________________”)
- A statement to declare that the recording tax on the stated indebtedness has been paid at the county level, and
- Attach a tax receipt to the document if sending your filing in on paper. Enter the tax receipt details (County, date paid, receipt number, and amount paid) online if web filing or web preparing the filing).
Make sure any receipt that you provide is readable. If you request an exemption from the indebtedness tax, you MUST request it in writing with an explanation for the request.
- Example #1: A UCC1 states that the maximum amount of indebtedness for Tennessee recording tax purposes is $1,500.00. Since the first $2,000.00 of indebtedness on a financing statement is exempt, no recording tax is due.
- Example #2: A UCC1 states that the maximum amount of indebtedness for Tennessee recording tax purposes is $25,000.00. The amount of recording tax due is ($25,000.00 - $2,000.00) x .00115, or $23,000.00 x .00115, which equals $26.45.
- Example #3: A UCC3 amendment to the UCC1 financing statement in example #2 increases the indebtedness amount from $25,000.00 to $30,000.00 and the amendment states that the maximum amount of indebtedness for Tennessee recording tax purposes is $5,000.00. Since the $2,000.00 exemption has already been utilized regarding this financing statement when the UCC1 was filed, the amount of recording tax due is $5,000.00 x .00115 which equals $5.75.
A recording tax of eleven and one-half (11.5¢) cents for each one hundred ($100) dollars of indebtedness is due on any financing statement or amendment to a financing statement. You must state the “maximum principal indebtedness for Tennessee recording tax purposes” on either the face of the instrument or on an attached sworn statement “ The first two thousand ($2,000) dollars of total indebtedness is exempt from the recording tax; however, the exemption can only be taken once in relation to a financing statement. This tax is often referred to as the indebtedness tax.