Domestic and Foreign Nonprofit Corporation filings can be filed through our online filing system.
What is TSLA Record Certification?
If needed, the Library and Archives can certify a copy of a record held in our collection. There is a fee of $5.00 to certify one copy of the document, in addition to the initial search fee. If you wish for more than one copy of a record to be certified, each additional certification is $5.00.
If you think certification may be needed, please indicate this when the initial copy order is placed, as we cannot certify after-the-fact any copies that have left our facility. We cannot certify copies of items that we have not copied ourselves. If you decide at a later date that you need items certified that you have already received, we will have to charge you for the order a second time and re-copy all the materials.
The Library and Archives cannot certify electronic copies (scans) of documents.
If you pay in advance for a record search and certification and the record is not located, neither the search fee nor the certification fee are refundable. For this reason, when searching for a record that you wish to have certified, the Library and Archives suggests that you use our downloadable forms and pay by credit card. If you pay by credit card and a record is not located, then you will not be charged the additional $5.00 certification fee.
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 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.
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 an Annual Report?
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.
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.
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.
The annual report is not signed and/or dated.
The annual report is not typed or filled out in ink.
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.
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.
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.
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.