In Tennessee, a certificate of existence proves that your business is properly registered and in compliance with all state requirements. Other states commonly call this a “certificate of good standing” or “certificate of status,” so if you’re ever asked for one of those for your Tennessee business, a certificate of existence is what you need.
This guide walks you through the process of obtaining your certificate of existence and what to do if your business has lost its good standing status.
What is a Tennessee certificate of existence?
In Tennessee, a certificate of existence refers to the document many other states call a certificate of good standing or sometimes a certificate of status. This certificate confirms that your business is properly registered, has filed required annual reports, is current on all required fees, and is considered to be in good standing with the Secretary of State.
In most states, good standing status with the Secretary of State is the only requirement for getting the certificate. However, in Tennessee, the Secretary of State is legally required to obtain clearance from the Department of Revenue before issuing a certificate of existence. This means that outstanding tax obligations can block your certificate, even when your Secretary of State status is in order.
A certificate of existence doesn't certify federal tax compliance, local licensing status, or any regulatory compliance beyond the Secretary of State and Tennessee Department of Revenue offices.
When do you need a Tennessee certificate of existence?
The most common situations that trigger a certificate request include:
- Opening a business bank account. Most financial institutions want proof of good standing before opening a business account.
- Applying for a state or professional license. State agencies and licensing boards frequently require a certificate of existence as part of the application process, including the Tennessee Department of Commerce and Insurance and the Tennessee Alcoholic Beverage Commission.
- Securing a business loan or financing. Lenders verify that your business is active and compliant before approving credit.
- Registering to do business in another state (foreign qualification). That state will almost certainly require a certificate of existence from Tennessee.
- Completing a merger or acquisition. Attorneys and buyers pull certificates during due diligence to confirm all entities in the transaction are legally active.
- Investor or partner due diligence. Prospective investors and business partners may request the certificate before committing capital or signing agreements.
How to get a certificate of existence in Tennessee: Step by step
Step 1: Check your business status first
Use the Secretary of State’s business entity search tool to find the record for your business. The results page will have four status fields for various compliance requirements:
- Annual report standing
- Registered agent standing
- Other standing
- Revenue standing
Your status should be marked as “good” for all listed fields.
Step 2: Create an account
If you plan to order your certificate online, you’ll need to have an official business portal login. There is no guest option, so if you do not wish to create an account, you’ll need to submit a request for copy of documents form in person or by mail to:
Tennessee Secretary of State
ATTN: Corporate Filing
312 Rosa L. Parks Ave, FL 6
Nashville, TN 37243
Step 3: Complete your order
To complete your order online, you’ll need to enter the legal name of your entity as it appears in the Secretary of State’s records, along with your Tennessee control number, which can be found on your formation documents.
Online orders are available for immediate download as a PDF. The fee is $20.00 per certificate, payable by credit card online or by check made out to “Tennessee Secretary of State” if requesting via paper form.
What to do if your Tennessee business is not in good standing
A missed annual report is the most common reason a Tennessee business loses good standing. After the deadline passes, the entity enters a 60-day grace period. Once that window closes, the Secretary of State initiates administrative dissolution, and the entity loses good standing.
If your business is still within the grace period, file the overdue report and pay any associated fees immediately. If the grace period has passed and your entity has been administratively dissolved, you’ll need to follow the steps for reinstatement and pay all required costs.
If your registered agent status is preventing you from getting your certificate of existence, ensure you’ve provided the Secretary of State with the current information on your entity’s registered agent. This might include filling in a statement of change form if your registered agent changed from the time you first filed your formation documents.
If your loss of status is due to unpaid tax obligations, resolve them with the Tennessee Department of Revenue.
Once both compliance tracks are clear and your entity’s good standing status is updated in the business portal, you can move forward with ordering your certificate of existence.
How LegalZoom can help
LegalZoom’s compliance services can take a number of everyday compliance tasks off of your hands, from filing annual reports to serving as your registered agent. Our certificate of good standing service can help you acquire the Tennessee certificate of existence, and if your filing is rejected or incorrect due to our error, we'll correct it with the government agency at no additional cost to you.
If you need to get your business back into good standing first, our reinstatement management service will help you draw up a roadmap and manage ongoing compliance deadlines so you don’t fall out of good standing again.
Tennessee certificate of existence FAQs
How long is a Tennessee certificate of existence valid?
The certificate reflects your business' status at the moment it's issued and carries no set expiration date. For foreign qualification, it usually can't be dated more than two months before your filing date in the other state. For banking or licensing purposes, the requesting party sets its own recency requirement, so confirm that requirement before you order.
Can anyone request a Tennessee certificate of existence, or only the business owner?
Anyone can request one. The certificate is a public record, and the Tennessee Secretary of State doesn't restrict requests to owners or officers. Banks, attorneys, lenders, and other third parties routinely order these certificates as part of due diligence.
Does Tennessee issue certificates of existence for corporations and other entity types, not just LLCs?
Yes. The certificate of existence is available for LLCs, corporations (for-profit and nonprofit), limited liability partnerships, and limited partnerships. General partnerships and sole proprietorships aren't registered with the Secretary of State and can't obtain one.
Do I need a certificate of existence to form a new Tennessee LLC?
No. The certificate only matters once your business is already registered and needs to prove its active, compliant status to a bank, licensing agency, another state, or a business partner. If you haven't yet formed your business, you can start a Tennessee LLC through LegalZoom to get your Tennessee business properly registered.
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