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.
How do I register a nonprofit in Tennessee?
Domestic and Foreign Nonprofit Corporation filings can be filed through our online filing system.
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.
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.
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:
Those originating in a court, clerk of a court, public prosecutor or process server;
Administrative documents;
Notarial acts; and
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.
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.
Do you have to use an attorney to incorporate?
You are not required to use an attorney to file a new entity; however, using the services of a professional may be helpful.
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 documents are accepted for Apostille or Authentication?