Registered agent requirements in Tennessee

Who can serve as a registered agent in Tennessee?

Tennessee lets an individual who lives in the state or a domestic corporation act as your agent; the statute's list opens with "An individual who resides in this state, a domestic corporation" (Tenn. Code Ann. § 48-249-109).¹

The list continues past those words, and this page quotes only its opening. If you plan to name a partnership, another LLC or an out-of-state company, read the full text of the section or ask the Secretary of State whether that entity qualifies.

Two practical consequences follow from the residency wording.

• A co-owner who lives in Georgia, Kentucky or anywhere outside Tennessee cannot be the agent as an individual, however involved they are in the business.
• A relative or employee in Memphis, Nashville, Knoxville or Chattanooga can be, provided they keep an office at the registered office address and are willing to take the job.

Nothing in the quoted statute calls for a licence, a law degree or any training. What the agent does is receive service of process, the formal hand-delivery of court papers, along with official notices from the state. Our explainer on the registered agent's job covers those duties in more depth, and the glossary defines the legal terms used here.

What address rules apply to a Tennessee registered agent?

The LLC needs "A registered office, which may be the same as any of its places of business", and the agent must keep an office at that same street address (Tenn. Code Ann. § 48-249-109). In other words, the registered office and the agent's office are one place.¹

Because the statute speaks of an office at a street address, a few common choices need a second look.

1. Your shop, studio or storefront. This works if the agent is there to receive papers. The statute lets the registered office be one of your places of business.
2. A home address works when the agent lives and keeps an office there, but that home address then appears as the registered office on the LLC's record.
3. A P.O. box has no street address, and the statute ties the office to one. This page's sources contain no Secretary of State guidance accepting a box.
4. A virtual office or mail drop raises the same doubt. If no one keeps an office there for the agent, it may not meet the statute's wording, so ask the Secretary of State before you list one.

Whoever you name as agent, their address is what fills the registered office field. Naming a commercial service puts the service's street address there; every agent works this way, so it is not a feature of any one provider. The other names and addresses Tennessee asks for are a separate matter. The annual report, for example, asks for the names and business addresses of principal officers, governors, directors or managers. If you want a business address for those fields, a few providers sell one apart from the agent service: Northwest Registered Agent lists mail forwarding at $20/month (24 select states), so check whether Tennessee is covered, and Harbor Compliance lists a virtual address at $350/year per company, per location. The page on what stays public with a registered agent goes through which fields an agent can and can't cover.^{4, 5, 6}

Can you be your own registered agent in Tennessee?

Yes, if you live in Tennessee and keep an office at the street address you list as the registered office (Tenn. Code Ann. § 48-249-109).

The cost is in time and exposure.

• You need to be reachable at that office during business hours. A process server who can't find you there doesn't wait for you to get back from a job site or a trip.
• The address becomes the registered office on the state's record and shows up in the LLC's filings. For a home business, that usually means your home address.
• If you move out of Tennessee, you stop meeting the residency test and must name a new agent. Moving within the state means changing the registered office too, because the agent's office and the registered office have to match.

Owners outside Tennessee can't serve themselves. Their options are a Tennessee resident they trust or a business entity that qualifies under the statute, which is where commercial services come in. The statute's opening list does not say whether an LLC may name itself as its own agent, so ask the Secretary of State before trying that.

Owners who travel a lot, work from rotating locations, or would rather not have a home address on the record tend to compare services. The Tennessee registered agent services comparison lists their published prices and cancellation terms.

How do you name a registered agent when forming a Tennessee LLC?

You give the agent's name and the registered office street address in the filing that creates the LLC, which the Tennessee Secretary of State takes online; its business services page tells new companies to "File New Businesses Online".⁷

The statute sets the fee for that filing at $50 per member, never less than the $300 floor or more than the $3,000 ceiling. A paper route for LLC formations isn't confirmed in this page's sources, and the agent you name doesn't change the fee.²

Before you submit, settle three points.

1. Who the agent is. Check the person or company against the statute's list.
2. Which street address. It is both the registered office and the agent's office, so it must be a place where the agent actually keeps an office.
3. Whether the agent has agreed. The sources for this page don't describe a separate consent form for Tennessee formations; confirm with the agent and the filing instructions before you submit.

The official pages checked for this guide don't publish a standard processing time or an expedite option for new LLC filings. The Tennessee LLC formation steps cover the rest of the filing, and the lowest-cost ways to form a Tennessee LLC add up the per-member fee.

How do you change your registered agent in Tennessee?

You file a Registered Agent Change with the Tennessee Secretary of State, and the state fee is $20. The form can be filed online via TNBear or printed and mailed. An online service fee may be added to the filing fee.³

The TNBear instructions are the source for the online route. A paper form number isn't given in the facts checked for this page, so download the current form from the Secretary of State if you want to mail it.

There is a second route. If your annual report is coming due, you can change the agent or registered office on the report itself, which adds $20 to the report fee. That suits an owner whose switch can wait for the report. An owner leaving a provider now would use the standalone change instead of waiting.⁴

The order of steps is where a switch can go wrong.

1. Pick the new agent and confirm they meet the statute, including keeping an office at the street address you will list.
2. File the change on TNBear or by mail.
3. Wait until the state shows the new agent on your LLC's record, and keep the old service in place until it does.
4. Cancel the old service last. Dropping it first can leave a gap, and a gap of two (2) months or more is grounds for dissolution (see below).

Several providers' terms build in this order. Swyft Filings says a replacement agent must be designated (or business dissolved) before cancellation. InCorp Services requires a cancellation condition to be met before the annual fee is due (dissolve entity, appoint new agent, or resign InCorp with fees). LegalZoom notes that proof of new RA may be required. And Harbor Compliance needs notice of non-renewal at least 90 days before the end of the current term, or the service renews. Read your current contract before filing so its renewal date doesn't land in the middle of the switch.^{8, 9, 10, 11}

The general guides to changing a registered agent and cancelling an agent service cover the steps that work the same everywhere.

What happens when a Tennessee registered agent resigns?

A Tennessee agent's resignation takes effect fast, on the date the agent's signed resignation statement is filed with the Secretary of State (Tenn. Code Ann. 48-249-111(b)). There is no waiting period built into the statute, so your LLC can be without an agent from that day.¹²

Before filing, the agent must certify it mailed written notice to the LLC, sent to the LLC's principal executive office by certified mail. That letter is your warning. If the address the state has as your principal executive office is out of date, the notice may never reach you, and the agent's resignation still takes effect when filed.¹²

Two deadlines then run. Being without an agent for two (2) months or more is grounds for administrative dissolution, and failing to notify the Secretary of State within two months of an agent change or resignation is a separate ground. Treat a resignation letter as a prompt to file a Registered Agent Change the same week.^{3, 13}

Agents quit for ordinary reasons. An employee changes jobs, a friend relocates, or a commercial service resigns for a client who stopped paying. In that last case, a lapsed card on file can turn into a certified letter you never open. So keep the principal office address on your Tennessee record current.

If you think your agent may have resigned without your knowing, look up your LLC in the Secretary of State's business records and check who is listed.

What happens if a Tennessee LLC has no registered agent?

The statute makes a missing agent a ground for administrative dissolution when the LLC is without a registered agent or registered office for two (2) months or more (Tenn. Code Ann. 48-249-604(2)).¹³

Notice the "or registered office" in that wording. Because Tennessee joins the two, losing the address can trigger the same ground as losing the person. A service that closes its office, or a relative who sells the house you listed, can create the problem without anyone resigning.

Administrative dissolution costs the LLC its good standing. Banks, landlords and licensing offices that ask for proof of standing will see it, and court papers delivered while you have no agent may never reach you.

Getting back costs $70 for the reinstatement application, and the state also requires a tax clearance from the Department of Revenue. The tax clearance step means any franchise and excise tax problems have to be sorted out with the Department of Revenue first. The Tennessee compliance guide covers reinstatement in more detail.²

What does a Tennessee LLC file each year to keep good standing?

Each year a Tennessee LLC files an annual report with the Secretary of State, due on or before the first day of the fourth month following the company's fiscal year closing, for $300 minimum, plus $50 per member over 6, up to $3,000.^{4, 14}

The deadline follows your fiscal year, not your formation date. The fee depends on how many members the LLC has, within the same minimum and cap as the formation fee. The report also gives you a chance to update the agent or registered office for an extra charge, as described above.

Separately, Tennessee LLCs owe franchise and excise tax to the Department of Revenue, with a minimum franchise tax of $100. The tax side, along with a first-year and second-year calendar, is on the Tennessee compliance page. For how annual reports work across states, see annual reports explained.¹⁵

Do out-of-state LLCs need a Tennessee registered agent?

This page can't confirm the agent rule for out-of-state LLCs, because its sources don't include the foreign LLC statute's agent wording.

What they do show is the filing. An LLC formed elsewhere that registers in Tennessee files for a Certificate of Authority, which the Secretary of State says may be filed online or by paper.⁷

The foreign registration fee isn't in these sources either. Look for an agent field on the application, and ask the Secretary of State whether the residency and street-address tests that apply to domestic LLCs also apply to a foreign LLC's agent before you pick one.

An agent in your home state sits at a street address in that state, so it can't double as a Tennessee registered office unless the same company also keeps an office here. If a national service already represents you elsewhere, ask whether it covers Tennessee and how it bills for an added state.

Neighbouring states set their own rules. Compare the Georgia registered agent guide, North Carolina's rules and Kentucky's rules if your LLC works across the border.

Tennessee registered agent services and their published prices

If you would rather not serve yourself, the table below gives each provider's published agent price and renewal terms. It is sorted by our score, highest first, with ties in editorial order. Full terms are on the Tennessee registered agent services page, and individual reviews cover ZenBusiness, Northwest and Harbor Compliance.