• 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. 

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. 

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.

• 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

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.

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. 

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.