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Frequently Asked Questions

Corporate

I need to file my annual report but do not have the state issued form. How do I obtain one?
These forms are not available on the TN SOS website.  We can request a pre-printed blank form from the TN SOS and send it to you via email.

Does Tennessee require original documents for corporate filings?
No. Tennessee will accept legible copies of documents to be filed (such as .pdfs).

Does Tennessee accept electronic/conformed signatures?
Yes! TN SOS accepts electronic and/or conformed signatures.

What is the correct way to complete an amended certificate of authorization form to reflect a name change?
In section 1 of the form there are two blank lines.  The former name of the entity is inserted on the first blank line.  The new name is inserted on the second blank line.

Is a tax clearance required to file a merger or conversion?
No.

Who is authorized to sign a corporate or LLC document in TN?
Any person, regardless of their title, who is authorized by the entity to execute documents on behalf of the entity.

Does the Tennessee Secretary of State offer pre-clearance services for documents?
No.

What are the most common reasons for rejection of a filing?
  • The document has not been signed.
  • The document is not clear and legible. Recommended font size is 12 point or larger.
  • The documented is not dated.
  • 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.
  • 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.

Do You Have To Use An Attorney To Incorporate?
Tennessee statutes do not require the use of an attorney to incorporate; however, enlisting the services of a professional may be advisable.

What Is The Fewest Number Of People Needed To Incorporate?
It takes only one person to act as the incorporator when a corporation is formed.
However, each domestic corporation is required to have a president and a secretary; these required positions must be held by different individuals unless the corporation has only one shareholder and that one shareholder holds these offices. Every other position, such as director, may be held by one person.

Does The Corporation Have To Be Recorded Anywhere Else?
Once the charter has been filed with the Division of Business Services, the charter has to be filed with the Register of Deeds in the county in which the corporation has its principal office. Charter amendments, restated charters and certain other documents must also be filed with the Register of Deeds. Articles of merger or share exchange must be filed with the Register of Deeds in the county in which the new or surviving corporation has its principal office.

Good Standing / Certified Copy

What Is A Certificate Of Existence?
The Certificate of Existence, in some jurisdictions called the Certificate of Incorporation or the Certificate of Good Standing, is a document issued by the state or country of incorporation that certifies that a corporation is active and has met the filing requirements for that jurisdiction.

My TN certificate reflects a payment of more than $20. Why was it so expensive?
We order many different good standings simultaneously using one company check.  The payment amount reflects the amount paid for all good standings in that batch. You will only be charged for the good standing(s) you ordered.

Does Tennessee offer a long form good standing?
No. Tennessee has discontinued issuance of long form good standings.

I ordered Plain Copies, but received Certified Copies. Why?
Tennessee only offers certified copies. They are black and white, with no colored or raised seal. The state fee for certified copies is a flat $20.00 per entity, regardless of the number of documents/pages on file.

UCC (Uniform Commercial Code)

Is any special language required in Tennessee for UCC-1 filings?
Yes. The face page of every filed UCC-1 must include the following statement:

"The maximum principal indebtedness for Tennessee recording tax purposes is $___.__."

This language should be in the Collateral section of the UCC.
Tax is paid to the SOS based on 11.5 cents per $100 with the first $2000 being exempt.
If you need help calculating the indebtedness tax, please contact us.

What are common causes for rejection of Uniform Commercial Code filings?
• Box C (Send Acknowledgement To) is blank.
• Indebtedness tax language is missing.

What is the state fee and turnaround time for a UCC search in Tennessee?
The state fee is $15.00 per name, plus $1.00 per page for copies.
Turnaround time is usually around 24 hours. (Orders recevied after 1:30 pm Central Time are submitted to the state the following business day).

Can you search for UCC filings for a specific piece of equipment?
No, we can only search by debtor or secured party name.

Can UCC search results be narrowed?
Yes, we can limit the searches in the following ways:
• Providing a specific set of dates within which to search.
• Limiting the results to a specific city (we cannot limit by county).
• Excluding lapsed filings.
• Specifying exact file numbers to retrieve (debtor name and UCC-1 file number must be provided, we cannot search by UCC-3 file number).
• For individuals, providing a middle name / initial.

Department of Revenue

Department of Revenue

Can you obtain a tax clearance for withdrawal / reinstatement / good standing?
There are confidentiality laws in place that do prohibit us, as a third party, from obtaining information on the status of a Revenue account.  Generally any inquiry needs to come directly from someone within the company, or their legal representative.
The phone number to the Department of Revenue’s Taxpayer Services department is 615-253-0600.