• 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. 

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

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.

While the Secretary of State’s office posts Executive Orders, we are unable to answer questions pertaining to their content.

For questions concerning information in an Executive Order, please contact the Governor’s office.

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.

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.

• 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. 

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.

New businesses can be formed using the Secretary of State's online business registration system.