What is Tennessee Corporation Foreign Qualification
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You want to do business in Tennessee but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Tennessee you must register with the Tennessee Secretary of State as
a Foreign Corporation.
The process of registering as a Foreign Corporation in Tennessee is called Tennessee Corporation Foreign Qualification.
The process of Tennessee Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in Tennessee.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Tennessee Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Tennessee Foreign Corporation.
Specific requirements to qualify as a Foreign Corporation in Tennessee are explained below.
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Once you have made the decision to Qualify as a Foreign Corporation in Tennessee,
a Tennessee lawyer can file your documents and act as a middle man for a few hundred dollars an hour;
or you can use an online service provider like PCF to perform these services.
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Put the money you save with PCF right where it belongs - into your new
Tennessee Foreign Corporation
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What do I have to do to Qualify as a Foreign Corporation in Tennessee
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1. Prove that you are registered in a state other than Tennessee as a Domestic Corporation
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- PCF can get your Certificate of Existence as quickly as possible from any state
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In order to register as a Foreign Corporation in the state of Tennessee, you must first prove that you are registered in another state as a
Domestic Corporation.
You usually prove this with a Certificate of Good Standing, sometimes referred to as a Certificate of Existence or a Certificate of Fact, from the
state in which you are registered as a Domestic Corporation.
Cost of a Good Standing Certificate for your Domestic Corporation varies from state to state.
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2. Choose a name for your Tennessee Foreign Corporation
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- PCF will check to make sure that your Tennessee Foreign Corporation name is available, conforms to state of Tennessee
Corporation naming regulations, and will reserve the Foreign Corporation name with the Tennessee Secretary of State.
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Your Tennessee Foreign Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Tennessee Foreign Corporation name that you choose must be distinguishable from the name of any other registered Tennessee Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Tennessee.
Your Tennessee Foreign Corporation name must not imply that it was formed for a purpose other than that stated in the
Articles of Incorporation for your Domestic Corporation
and your Tennessee Foreign Corporation name must not be a name that is likely to mislead the public.
The name of a Tennessee Foreign Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Tennessee Foreign Corporation because if you want to change it after you qualify you
will have to file amended documents with the Tennessee Secretary of State (and pay a fee).
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3. Select an official address and a Registered Agent for your Tennessee Foreign Corporation
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- PCF can act as the official Registered Agent for your Tennessee Foreign Corporation.
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Every Tennessee Foreign Corporation must have an address that is physically located in the state of Tennessee.
This address is "registered" with the Tennessee Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Tennessee to receive all correspondence on behalf of the Tennessee
Foreign Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Tennessee Foreign Corporations hire a Registered Agent because they don't have a physical
address within the state of Tennessee or to provide a distinct level of privacy.
PCF provides Registered Agent services in Tennessee as well as any other state.
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4. File Registration Documents with the Tennessee Secretary of State
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PCF can compile Registration Documents that are specific to your Tennessee business and file them with
the Tennessee Secretary of State.
Should the need arise, PCF can also draft and file amendments to your Registration Documents.
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In order to Qualify as a Foreign Corporation in Tennessee you must file Registration Documents with the Tennessee Secretary of State.
The Registration Documents must include certain specific information about your Tennessee business.
If the Registration Documents do not conform exactly to state of Tennessee requirements they will be rejected.
You may subsequently amend the Registration Documents for your Tennessee Foreign Corporation but you will have to pay a fee to
the state of Tennessee in order to make the changes official.
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What do I have to do after I form my Tennessee Foreign Corporation
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1. Obtain Business Licenses from the cities and counties in which you plan to do business
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The business licenses or permits that are required for your Tennessee Foreign Corporation vary depending on your specific business
activities and the Tennessee locations in which you want to conduct business.
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2. File the required reports for your Tennessee Foreign Corporation
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- PCF can file your Initial report as well as your Annual Report each year by the due.
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| The Annual Report includes basic information about your Tennessee Foreign Corporation including information on your Board of Directors and Officers.
Failure to submit a properly completed Tennessee Annual Report to the Tennessee Secretary of State on or before the
due date may subject the Tennessee Foreign Corporation to being administratively dissolved in the state of Tennessee or having its authority to
transact business in the state of Tennessee revoked by the Tennessee Secretary of State.
Penalties may accrue if you fail to file any Tennessee Corporation Annual Report to the Tennessee Secretary of State by the due date.
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3. Keep proper records of your Tennessee Foreign Corporation on file
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Keep the following records on file and available at the principal business office of your Tennessee Foreign Corporation:
- Names and addresses of all Directors and Officers of the Tennessee Foreign Corporation
- Articles of Incorporation and any Amendments to them
- Corporate Bylaws and any Amendments to them
- List of current shareholders of the Foreign Tennessee Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Tennessee Foreign Corporation
- Copies of all tax returns and Annual Reports for the Tennessee Foreign Corporation for the last 3 years
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4. Pay your taxes to the state of Tennessee
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Foreign Corporations that either do business in the state of Tennessee or that derive income from sources within the state of Tennessee are subject to Tennessee
tax laws.
If you are engaged in intrastate business and derive income from other states besides Tennessee, you must allocate the amount of income derived
from the state of Tennessee in order to determine your Tennessee state taxes.
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