Tennessee is the state where a tax problem really does stop the certificate.

The Bottom Line for Tennessee LLCs

Tennessee will not issue the certificate until the Department of Revenue signs off on your tax account. No other state we could verify puts a second agency in front of this document.

The certificate is normally a readout of the filing office's own file: if its records look right, the certificate prints. Tennessee inserts a second agency. The office's rejection wording suggests it goes to Revenue for the clearance itself rather than asking you to attach one, though it never says so outright, and either way an unresolved tax matter stops the request while every filing with the Secretary of State is perfect. People who have ordered this document in another state arrive expecting a two minute errand and find a dependency they did not know existed.

What Tennessee Actually Calls It

The document is officially the Certificate of Existence, issued by Tennessee Secretary of State, Division of Business and Charitable Organizations, though Tennessee's own pages also call it a certificate of good standing. The two names mean the same paper. Ask a bank or another state's filing office for a certificate of good standing and this is what you send them.

A certificate of existence is a document issued by our office that certifies that an entity is active and in good standing.

Tennessee also uses Certificate of Existence/Authorization, Certificate of Existence/Good Standing for documents in this family.

Two Documents, Similar Names

Tennessee has a second document with a similar name. The Tennessee Department of Revenue issues a certificate of tax clearance, which covers clearance of the entity's Tennessee tax obligations, which the Secretary of State requires before it will issue a certificate of existence. That is not the same paper as the Certificate of Existence, and the two are not interchangeable. Ask whoever requested it which one they mean.

Why You Need One

The usual triggers apply here: registering the LLC to do business in another state, a bank or a lender at underwriting, a buyer running diligence on a sale, and the occasional large customer or landlord. What is different in Tennessee is the lead time. In another state you could treat this as something to do the morning it is asked for. Here, if your Revenue account has an open matter, the request can sit until that matter is closed, so the certificate belongs at the start of a transaction timetable rather than the end.

What It Costs in Tennessee

Tennessee charges $20 for the Certificate of Existence.

Where this fee comes from: The fee for a Request for a Certificate is $20. The fee for a Request for Certified Copies is $20 for each set of documents. A Request form submitted without the proper fee will be rejected.

How to Order It

You can order the Certificate of Existence online, by mail and in person.

Tennessee does not publish a turnaround time for the Certificate of Existence, so this page does not quote one.

Order it on the Tennessee site

Card and e-check payments carry a convenience fee that the form does not quantify: "When paying by credit card, debit card, or e-check, there is a convenience fee that covers the transaction costs incurred by the Division of Business and Charitable Organizations when accepting online or in-person payments." Applicants who mail a check avoid it.

The Secretary of State takes the request online, by mail and in person, and the order form itself is short. The rejection reasons are where the difficulty lives. The office publishes the failure to obtain tax clearance from the Department of Revenue among its most common reasons for turning a filing away, and it tells applicants to call Revenue directly and resubmit once Revenue is satisfied. So the sequence that actually works is to settle Revenue first and order second. Paying by card or e-check adds a convenience charge that the form does not quantify, so check the total on the confirmation screen rather than assuming the posted price is what leaves your account.

1. 1

   Check your entity status before you spend anything

   Look up the LLC in the Secretary of State's business search and confirm it is active rather than inactive or administratively dissolved. If it has been dissolved for a missed report, reinstatement comes first and it has its own tax clearance requirement.

2. 2

   Settle the Department of Revenue side first

   This is the step that catches people out. If you have unfiled returns or an open balance, resolve them with Revenue before you order. Ordering first simply produces a rejection.

3. 3

   Order from the Secretary of State

   Submit the request online, by mail or in person. Foreign entities holding a certificate of authority use the same form, which covers both domestic existence and foreign authorization.

4. 4

   Check what the payment actually costs

   Card and e-check payments carry a convenience charge the form does not state. Read the total at checkout.

5. 5

   If it is rejected, call Revenue rather than the Secretary of State

   A clearance rejection is not something the filing office can resolve. Call Revenue, satisfy whatever is outstanding, then resubmit the request.

What Puts You Out of Standing in Tennessee

Before Tennessee will issue the Certificate of Existence, your filings with the state's business filing office have to be current, and Tennessee Department of Revenue must clear your tax account separately.

The Secretary of State also lists "We were not able to obtain tax clearance from the Department of Revenue" among the most common reasons a filing is rejected, and directs applicants to call the Department of Revenue at (615) 253-0600 or (800) 342-1003 and resubmit once its requirements are satisfied. That wording suggests the Secretary of State seeks the clearance itself rather than asking the applicant to attach one, but the state does not say so explicitly.

Two separate things can put a Tennessee LLC out of reach of this certificate, and they fail in different ways. A missed annual report can lead to administrative dissolution and inactive status, which is the familiar path. A Revenue matter does not change your status with the Secretary of State at all, yet it still blocks the certificate. That second one catches owners who check their entity record, see everything current, and cannot understand the refusal. If you are refused and your filings are in order, the problem is almost certainly on the Revenue side and Revenue is who you call.

How Long It Stays Good in Tennessee

Tennessee publishes nothing about how long the Certificate of Existence stays current. Whoever asked you for it does: banks, lenders and other states' filing offices each set their own recency rule, and that window is theirs, not Tennessee's. Ask what it is, and order the certificate once you know.

Order it once you know who is asking and what date range they will accept. In Tennessee that advice has more force than elsewhere, because a request can stall behind a tax matter you have not resolved. If a closing date is already set, start the certificate early enough that a Revenue hold does not become a scheduling problem, and ask the requester up front how recently issued it needs to be.

What We Could Not Confirm for Tennessee

These pages only state what a primary source establishes. For Tennessee we could not confirm the following, so this page does not answer it:

• whether the state will apostille it for use abroad

Who to Ask in Tennessee

The Division of Business and Charitable Organizations at the Secretary of State issues the certificate and answers questions about entity status, annual reports and rejected filings. The Department of Revenue is a different agency with its own phone lines and it owns the tax clearance side entirely. If your order is refused for clearance, the Secretary of State cannot fix it and will tell you so; the call that moves things is the one to Revenue.

Sources

• sos.tn.gov/businesses/guides/order-copies-certificates
• sos.tn.gov/businesses/faqs/what-is-a-certificate-of-existence
• sos.tn.gov/businesses/faqs
• sos.tn.gov/businesses/services/business-forms-fees
• sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4461%20P3_0.pdf
• sos.tn.gov/press-releases/secretary-hargett-warns-tennessee-businesses-of-certificate-of-existence-scam
• tncab.tnsos.gov

Every figure on this page was read from a Tennessee government source, not from a formation service. Confidence in this record: high. See our editorial policy for how these are verified and corrected.