Key Takeaways

  • In Tennessee, a Certificate of Existence (aka certificate of good standing) verifies your entity is active and compliant; it’s distinct from a Certificate of Authority used for foreign qualification. 
  • You typically don’t need a COE to form or register a TN entity, but banks, investors, licensing boards, and out-of-state filings often request one. 
  • Order a TN COE online via TNBEAR, by mail, or in person; online requests produce a downloadable PDF, and in-person requests are often processed the same day. 
  • Typical processing is about two business days (no paid expedite), though in-person service is the fastest. 
  • COEs reflect state compliance (fees, annual report, registered agent, active status); they don’t prove federal tax compliance.

A Tennessee certificate of authenticity is a certificate issued by the state of Tennessee showing that a business is legally authorized to operate within the state.

What is a Tennessee Certificate of Authority?

This certificate is also referred to as a certificate of authority. All businesses must register with the Secretary of State before operating in the state of Tennessee. If a business incorporates in another state but will operate in Tennessee, it will need a certificate of authenticity from the Tennessee Secretary of State. By obtaining this certificate, the business is registered as a foreign entity, eliminating the need to incorporate as a new business entity in the state. A business that operates without a current certificate of authenticity may be subject to fines and penalties.

The state requires all businesses to have the necessary certificate, but business owners will also need to show the certificate when working with:

  • Vendors
  • Banks
  • Licensing agencies

Certificate of Existence vs. Certificate of Authority (Tennessee)

A Tennessee Certificate of Existence (COE)—also called a certificate of good standing—confirms your entity is legally formed, active, and up to date on required state fees, annual reports, and taxes. By contrast, a Certificate of Authority is the filing that authorizes a foreign (out-of-state) company to transact business in Tennessee. While a COE isn’t required to form or register a domestic TN entity, third parties frequently request it for banking, financing, licensing, vendor onboarding, or M&A. Foreign entities commonly must present a home-state COE when applying for a Tennessee Certificate of Authority.

How to File a Foreign Corporation in Tennessee: Application for Certificate of Authority

The first step in filing an application for a certificate of authenticity is visiting the online business services page of the Secretary of State website. On this page, click the red button on the right-hand side that says “Start Now!” Step two is choosing the business entity, which will either be for-profit or non-profit, and check the box indicating your awareness that all information provided in the application will be available to members of the public.

After you click continue from this page, you will arrive at the first main page where you will enter your business information. This page requires the same information from non-profit and for-profit organizations. Required information includes:

  • Name of the business entity
  • Location of formation, including the state or country
  • Date of first business activity in the state of Tennessee
  • Date of certificate of existence
  • Any additional business designations, if applicable

After filling out this information, you will also need to include the date your fiscal year closes, the duration period for the business, and the delayed effective date. Non-profit organizations must also indicate whether it will have members and whether it will be of public or mutual benefit. As you navigate to the following screen, you will need to input the name, address, and type of your company's registered agent. The next screen will require you to put in the main office address and business mailing address.

For the next step, you will input information about each director and officer who will work for the business. The necessary information includes:

  • Name
  • Title
  • Address

After putting in the necessary information for each individual, you can move on to step eight. Double-check all details at this point so you can edit any mistakes before you get further along in the process. You can e-sign by checking the certification box and entering your full name, phone number, and email address.

After you complete the certification process, you can view and print the application by clicking the link in the middle of the page. Clicking this link will download the application in PDF form. Check the information on the downloaded application again. If everything is correct, print it out. File the printed document with the required $600 filing fee with the Tennessee Secretary of State. The payment may be made with a check or money order. Some businesses must supply additional information, such as documentation from the jurisdiction where the business was first incorporated or a certificate of good standing.

Send all required documentation and the filing fee to:

Secretary of State – Business Services Division312 Rosa L. Parks Avenue, 6th FloorNashville TN 37243

What You’ll Need and How to Get a TN COE

If you’re qualifying a foreign company:

  • Obtain a Certificate of Existence/Good Standing from your home state (recently dated as the requesting party requires). 
  • Complete Tennessee’s Certificate of Authority filing as outlined in your section above.

If you’re a Tennessee entity (or a bank/licensor is asking for proof):You can order a TN Certificate of Existence three ways:

  1. Online (fastest download):
    • Go to the TNBEAR portal, search your record, select Certificate of Existence, confirm details, enter requester info, and pay the filing fee. The certificate becomes available as a downloadable PDF. You’ll need your nine-digit control number. 
  2. By mail:
    • Fill out the Request for Certificate of Existence form (type or print in dark blue/black ink), and pay by check, cashier’s check, or money order payable to the Tennessee Secretary of State. Mail to: Tennessee Secretary of State, ATTN: Corporate Filing, 312 Rosa L. Parks Ave, FL 6, Nashville, TN 37243. A handling charge applies to returned checks. 
  3. In person (often same day):
    • Visit the Division of Business Services in Nashville (8:00 a.m.–4:30 p.m., Mon–Fri). Morning requests are typically processed by end of day. 

Timing & Expedite:

  • Many requests finish in ~2 business days. Tennessee does not offer paid expedite; in-person is the quickest option.

Tennessee Code 55-18-105 – Certificate of Authority

Under the state code 55-18-105, all businesses, associations, and automobile clubs operating and/or organized in the state of Tennessee must apply for a certificate of authority to continue to do business. Before a business can begin or continue operations in the state, it must receive the certificate of authority from the state commissioner. This state code went into effect on Jul 15, 2001. All businesses must also pay the required annual license fee in order for the application for a certificate of authority to be processed.

What Appears on a Tennessee Certificate of Existence

A Tennessee COE typically confirms that your company is active and has: paid all state fees/taxes/penalties, filed the most recent annual report, appointed a registered agent/office, and not filed dissolution/termination (nor been judicially dissolved). It may also include the issue date and a verification number. For foreign entities registered in TN, the COE commonly lists the entity name, domestic state, formation date, entity type, TN foreign-qualification date, active status, and duration term (e.g., perpetual). 

Frequently Asked Questions

  1. Is a Certificate of Existence the same as a Certificate of Authority?
    No. A COE verifies your TN entity’s active, compliant status; a Certificate of Authority authorizes a foreign entity to do business in TN.
  2. Do I need a COE to form or register in Tennessee?
    Generally no—but banks, investors, vendors, and licensing boards frequently request one for transactions.
  3. How fast can I get a TN COE?
    Many requests are processed in about two business days; in-person requests are often completed the same day.
  4. Can I expedite a COE request?
    Tennessee doesn’t offer paid expedite; in-person service is the quickest option.
  5. Does a COE prove I’m current with federal taxes?
    No. A COE confirms state-level compliance; it doesn’t certify federal tax status.

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