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Tennessee has one rule that trips up new owners: the registered office has to be a physical address in the state. A P.O. box, a route number or a box number on its own is not enough. The Secretary of State's FAQ page states this, and it is a listed reason filings get rejected. Our Tennessee business guide covers the search tool and the rest of the state's fees.
What does a registered agent do in Tennessee?
The state describes a registered agent as a person or company that agrees to accept legal mail on behalf of your entity. That mail can include a lawsuit. Our service of process guide explains why the delivery point matters.
Who needs one?
Every entity except a general partnership. The FAQ says Tennessee requires these entities to keep a registered agent and office in the state at all times. An LLC is covered, so you name the agent when you file the articles. See how to start a Tennessee LLC for the full filing.
The pages we read do not set out who is allowed to act as the agent beyond the definition above. They also do not give a written consent rule. If you need an answer on either point, ask the Division of Business Services or a Tennessee lawyer.
How do I change my registered agent?
Use the Statement of Change of Registered Agent/Office by Entity or Agent, Form SS-4534. The Business Forms and Fees page lists the fee as $20.
The FAQ adds that a change in registered agent or principal address needs Articles of Amendment and the $20 statutory fee. So you have two routes on the state's own pages. Both show $20. Check which one the Division wants for your case before you pay.
There is also Form SS-4535, a Statement of Change of Registered Office by Registered Agent. It is for the agent to report the office change, and it also costs $20.
A change of address without a change of agent can be sent online through TNCaB, the filing system, or on Form SS-4800 by mail or in person. SS-4800 has no fee.
How does an agent resign?
The agent files the Statement of Resignation of Registered Agent, Form SS-4420. The fee listed is $20. The LLC then still needs a new agent on file.
What happens with no agent?
The Secretary of State lists these reasons for administrative dissolution:
- Failure to file an annual report
- Being without a registered agent
- A foreign entity losing its assumed name over a name conflict
- A payment returned by a financial institution
A dissolved LLC shows as inactive. Reinstatement uses Form SS-9410 at $70 per the forms page. A tax clearance from the Department of Revenue is also required to reinstate.
When should I file the change?
Before the old agent stops. Because a gap in coverage is itself grounds for dissolution, file the change first and the resignation second. Keep the filed copy with your company records, and check the record in the state's search a few days later to confirm the new name shows.
Can I be my own registered agent?
The pages we read do not bar it. What they do require is a physical Tennessee address for the registered office. If you live in the state and have such an address, the rule is met. Our guide on being your own registered agent lists the trade-offs, such as putting your own address on a public record.
How do I find an agent on record?
The state's business information search lists control number, name, type, status, city and date. Our registered agent lookup guide shows how to find the agent. The state also sells a bulk file that includes the agent field.