
Foreign registration · Form SS-4233
Delaware LLC Foreign Registration in Tennessee
To do business in Tennessee, an LLC formed in Delaware registers there on Form SS-4233, with $300 in state fees. Tennessee also asks for Delaware's Certificate of Good Standing ($50), no older than 60 days. We file it with the Secretary of State, Division of Business and Charitable Organizations using your Delaware records and act as your registered agent there for the first year.
Delaware and Tennessee side by side
| Delaware formed here | Tennessee registering here | |
|---|---|---|
| Document | Delaware Certificate of Good Standing | Form SS-4233, Application for Certificate of Authority, Foreign Limited Liability Company |
| State fee | $50 | $300 at order |
| How it is handled | Delaware: through the Division of Corporations request service, sent by first-class mail unless a FedEx or UPS account is supplied | Filed with Tennessee |
| Office | Delaware Department of State, Division of Corporations | Tennessee Secretary of State, Division of Business and Charitable Organizations |
| Official page | corp.delaware.gov | sos.tn.gov |
| Age rule | Dated when issued | Accepted if dated within 60 days |
| Yearly filing | Annual LLC Tax, $400, every year | Annual Report, $300, every year |
| Due | On or before June 1 | |
| Agent | Your Delaware registered agent | Our Tennessee registered agent |
How Delaware companies register with Tennessee
Order the Delaware certificate
The Certificate of Good Standing ($50) is ordered from Delaware separately; it is not part of our Tennessee order. It comes as a short form ($50) or a long form ($175). Mail time from Delaware counts against Tennessee's limit of 60 days, so the order allows for transit.
We prepare and file Form SS-4233
It lists us as your Tennessee registered agent, next to your Delaware name and formation date, with the certificate attached. Allow for the days Delaware takes to send the certificate before the Tennessee filing goes in. Once Tennessee approves it, the Delaware company can do business there.
First-year cost, Delaware to Tennessee
| Item | Amount |
|---|---|
| State fees, paid at order | $300 |
| Certificate of Good Standing, paid to Delaware | $50 |
| Our service, with a year of Tennessee registered agent service | $199 |
| First-year total, Delaware certificate included | $549 |
Will your Delaware name work for Tennessee?
Tennessee can hold a name for $20 before you file.
Agents: Tennessee and Delaware
Delaware and Tennessee both call it a registered agent. Your current registered agent stays for Delaware; ours takes Tennessee's papers and notices.
Staying in good standing in Delaware and Tennessee
Each year your LLC files Delaware's Annual LLC Tax ($400) and Tennessee's Annual Report ($300). With our $149 registered agent renewal, Delaware plus Tennessee comes to $849 a year. The new registration does not replace any home-state filing.
LLC or corporation, Delaware to Tennessee
A corporation formed in Delaware files Form SS-4431 with Tennessee ($600 in state fees, plus the Certificate of Good Standing ($50)). After that come Delaware's Annual Franchise Tax Report ($50) and Tennessee's Annual Report ($20). See the corporation filing.
Registering a Tennessee company in Delaware
An LLC formed in Tennessee that registers with Delaware files Delaware's registration (no form number) with $200 in state fees, plus the Certificate of Existence ($20) dated within 180 days. See that filing.
Common questions: Delaware to Tennessee
Does my Delaware company need to register in Tennessee?
Yes, once a Delaware business operates there; Tennessee law lists 11 activities that do not count on their own.
How much does it cost to register a Delaware LLC in Tennessee?
$499 at checkout plus $50 to Delaware for the Certificate of Good Standing, $549 in all (checkout is $300 in state fees plus our $199).
Do I need Delaware's certificate of good standing?
Yes: Tennessee wants it ($50), no more than 60 days old at filing.
What are the yearly costs for Delaware and Tennessee?
$849 a year: our $149 registered agent renewal, $400 to Delaware and $300 to Tennessee for the yearly reports.
What if I don't register with Tennessee?
A Delaware company cannot sue in court there until it registers, and Tennessee can add a fine of at least $900.
Does Tennessee require a registered agent?
Yes: the Delaware registered agent stays, and ours covers Tennessee for year one.
Can I form a new Tennessee LLC instead?
Yes, but Delaware keeps the original, so you run two companies: the new one files Tennessee's Annual Report ($300), and the original keeps Delaware's Annual LLC Tax.
How do I withdraw from Tennessee later?
Delaware companies leave by filing an Application for Certificate of Withdrawal or Cancellation (Foreign Entity) ($20); until then, Tennessee's report stays due alongside Delaware's filings.
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