
Foreign registration · Form SS-4233
North Dakota LLC Foreign Registration in Tennessee
An LLC formed in North Dakota that wants to do business in Tennessee files Form SS-4233, with $300 in state fees. Tennessee also asks for North Dakota's Certificate of Good Standing ($20), no older than 60 days. We file it with the Secretary of State, Division of Business and Charitable Organizations from your North Dakota records, then serve as your registered agent there for year one.
North Dakota vs Tennessee: the paperwork
| North Dakota formed here | Tennessee registering here | |
|---|---|---|
| Document | North Dakota Certificate of Good Standing | Form SS-4233, Application for Certificate of Authority, Foreign Limited Liability Company |
| State fee | $20 | $300 at order |
| How it is handled | North Dakota: online | Filed with Tennessee |
| Office | North Dakota Secretary of State | Tennessee Secretary of State, Division of Business and Charitable Organizations |
| Official page | firststop.sos.nd.gov | sos.tn.gov |
| Age rule | Dated when issued | Accepted if dated within 60 days |
| Yearly filing | Annual Report, $50, every year | Annual Report, $300, every year |
| Due | November 15 | |
| Agent | Your North Dakota registered agent | Our Tennessee registered agent |
How North Dakota companies register with Tennessee
Order the North Dakota certificate
The Certificate of Good Standing ($20) is ordered from North Dakota separately; it is not part of our Tennessee order. Tennessee accepts it within 60 days of North Dakota's issue date, so it is ordered shortly before filing.
We prepare and file Form SS-4233
It names us as your Tennessee registered agent, with your North Dakota name and formation date and the certificate attached. Once North Dakota's certificate is in hand, Tennessee's filing goes in. After approval, your North Dakota LLC is registered with Tennessee.
First-year cost, North Dakota to Tennessee
| Item | Amount |
|---|---|
| State fees, paid at order | $300 |
| Certificate of Good Standing, paid to North Dakota | $20 |
| Our service, with a year of Tennessee registered agent service | $199 |
| First-year total, North Dakota certificate included | $519 |
Your North Dakota name and Tennessee's rules
Tennessee can hold a name for $20 before you file.
Agents: Tennessee and North Dakota
North Dakota and Tennessee both call it a registered agent. Your current registered agent stays for North Dakota; ours takes Tennessee's papers and notices.
Staying in good standing in North Dakota and Tennessee
Each year your LLC files North Dakota's Annual Report ($50) and Tennessee's Annual Report ($300). With our $149 registered agent renewal, North Dakota plus Tennessee comes to $499 a year. The new registration does not replace any home-state filing.
LLC or corporation, North Dakota to Tennessee
A corporation formed in North Dakota files Form SS-4431 with Tennessee ($600 in state fees, plus the Certificate of Good Standing ($20)). After that come North Dakota's Annual Report ($25) and Tennessee's Annual Report ($20). See the corporation filing.
Registering a Tennessee company in North Dakota
An LLC formed in Tennessee that registers with North Dakota files North Dakota's registration (no form number) with $135 in state fees, plus the Certificate of Existence ($20). See that filing.
Questions North Dakota owners ask about Tennessee
Does my North Dakota company need to register in Tennessee?
Yes, once a North Dakota business operates there; Tennessee law lists 11 activities that do not count on their own.
How much does the Tennessee registration cost?
$499 at checkout plus $20 to North Dakota for the Certificate of Good Standing, $519 in all (checkout is $300 in state fees plus our $199).
Do I need North Dakota's certificate of good standing?
Yes: Tennessee wants it ($20), no more than 60 days old at filing.
What are the yearly costs for North Dakota and Tennessee?
$499 a year: our $149 registered agent renewal, $50 to North Dakota and $300 to Tennessee for the yearly reports.
What if I don't register with Tennessee?
A North Dakota 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 North Dakota registered agent stays, and ours covers Tennessee for year one.
Can I form a new Tennessee LLC instead?
Yes, but North Dakota keeps the original, so you run two companies: the new one files Tennessee's Annual Report ($300), and the original keeps North Dakota's Annual Report.
How do I withdraw from Tennessee later?
North Dakota companies leave by filing an Application for Certificate of Withdrawal or Cancellation (Foreign Entity) ($20); until then, Tennessee's report stays due alongside North Dakota's filings.
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