
Foreign registration · Form SS-4431
Massachusetts Corporation Foreign Registration in Tennessee
To do business in Tennessee, a corporation formed in Massachusetts registers there on Form SS-4431, with $600 in state fees. Tennessee also wants Massachusetts's Certificate of Good Standing ($12). We file it with the Secretary of State, Division of Business and Charitable Organizations using your Massachusetts records and act as your registered agent there for the first year.
What Massachusetts and Tennessee each ask for
| Massachusetts formed here | Tennessee registering here | |
|---|---|---|
| Document | Massachusetts Certificate of Good Standing | Form SS-4431, Application for Certificate of Authority For-Profit Corporation |
| State fee | $12 | $600 at order |
| How it is handled | Massachusetts: online, by mail or in person, delivered by mail or email depending on the certificate | Filed with Tennessee |
| Office | Massachusetts Secretary of the Commonwealth, Corporations Division | Tennessee Secretary of State, Division of Business and Charitable Organizations |
| Official page | sec.state.ma.us | sos.tn.gov |
| Age rule | Dated when issued | Must be current |
| Yearly filing | Annual Report, $125, every year | Annual Report, $20, every year |
| Due | Within 2.5 months after the close of the corporation's fiscal year | |
| Agent | Your Massachusetts resident agent | Our Tennessee registered agent |
How Massachusetts companies register with Tennessee
Order the Massachusetts certificate
The Certificate of Good Standing ($12) is ordered from Massachusetts separately; it is not part of our Tennessee order. It comes as a short form ($7) or a long form ($12). Tennessee wants the Massachusetts certificate current, so it is ordered close to the filing date.
We prepare and file Form SS-4431
It names us as your Tennessee registered agent, with your Massachusetts name and formation date and the certificate attached. The Massachusetts certificate comes first; then the Tennessee filing goes in. Once Tennessee approves it, the Massachusetts company can do business there.
First-year cost, Massachusetts to Tennessee
| Item | Amount |
|---|---|
| State fees, paid at order | $600 |
| Certificate of Good Standing, paid to Massachusetts | $12 |
| Our service, with a year of Tennessee registered agent service | $199 |
| First-year total, Massachusetts certificate included | $811 |
Will your Massachusetts name work for Tennessee?
Tennessee can hold a name for $20 before you file.
Agents: Tennessee and Massachusetts
Tennessee calls it a registered agent; Massachusetts says resident agent. Your current resident agent stays for Massachusetts; ours takes Tennessee's papers and notices.
Staying in good standing in Massachusetts and Tennessee
Each year your corporation files Massachusetts's Annual Report ($125) and Tennessee's Annual Report ($20). With our $149 registered agent renewal, Massachusetts plus Tennessee comes to $294 a year. Both states' filings stay current side by side.
LLC or corporation, Massachusetts to Tennessee
An LLC formed in Massachusetts files Form SS-4233 with Tennessee ($300 in state fees, plus the Certificate of Good Standing ($25)). After that come Massachusetts's Limited Liability Company Annual Report ($520) and Tennessee's Annual Report ($300). See the LLC filing.
Questions Massachusetts owners ask about Tennessee
Does my Massachusetts company need to register in Tennessee?
Yes, once a Massachusetts business operates there; Tennessee registers it as a foreign corporation.
Is this a certificate of authority?
Yes: Tennessee issues one to Massachusetts corporations once the form is approved.
How much does it cost to register a Massachusetts corporation in Tennessee?
$799 at checkout plus $12 to Massachusetts for the Certificate of Good Standing, $811 in all (checkout is $600 in state fees plus our $199).
Do I need Massachusetts's certificate of good standing?
Yes: Tennessee wants it ($12), current at filing.
What are the yearly costs for Massachusetts and Tennessee?
$294 a year: our $149 registered agent renewal, $125 to Massachusetts and $20 to Tennessee for the yearly reports.
Does Tennessee require a registered agent?
Yes: the Massachusetts resident agent stays, and ours covers Tennessee for year one.
Can I form a new Tennessee corporation instead?
Yes, but Massachusetts keeps the original, so you run two companies: the new one files Tennessee's Annual Report ($20), and the original keeps Massachusetts's Annual Report.
How do I withdraw from Tennessee later?
Massachusetts companies leave by filing an Application for Certificate of Withdrawal or Cancellation (Foreign Entity); until then, Tennessee's report stays due alongside Massachusetts's filings.
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