TN registered agent
Tennessee registered agent service, $5 a year
Tennessee requires every corporation and LLC on its books to keep a registered agent at a real address in the state. Here is what Tennessee law says about who that agent has to be and where it has to be.
What Tennessee requires of a registered agent
The requirement
Same rule for corporations (§ 48-15-101) and LLCs (§ 48-249-109): the registered agent must maintain an office at the same street address as the registered office and may be an individual TN resident, or virtually any domestic entity (corporation, nonprofit, LLC, general partnership, LP, or registered LLP), or the foreign counterpart of any of those if authorized to transact business in TN. The 2023 amendment (Acts 2023, ch. 102) broadened the eligible entity types.
Each corporation must continuously maintain in this state: ... (2) A registered agent who maintains an office at the same street address as the registered office, and who may be: (A) An individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, a domestic LLC, a domestic general partnership, a domestic limited partnership, or a domestic registered limited liability partnership; or (B) A foreign corporation, a not-for-profit foreign corporation, a foreign LLC, a foreign general partnership, a foreign limited partnership, or a foreign registered limited liability partnership that is authorized to transact business in this state.
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-15-101(a)
How we comply
We don't.
What Tennessee does to your company when we don't
Here is what the state does to an entity that has no agent, or whose agent is us.
Administrative dissolution
A corporation without a registered agent or registered office for two months or more, or that fails to notify the SOS of agent/office changes within two months, may be administratively dissolved (after notice and a two-month cure window, § 48-24-202).
The secretary of state may commence a proceeding under § 48-24-202 to administratively dissolve a corporation if the: ... (2) Corporation is without a registered agent or registered office in this state for two (2) months or more; ... (4) Corporation does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-24-201(2), (4)
Administrative dissolution
Same two-month rule for LLCs under the Revised LLC Act: an LLC without a registered agent or registered office for two months or more, or that fails to notify the SOS of changes, may be administratively dissolved.
The secretary of state may commence a proceeding under § 48-249-605, to administratively dissolve the LLC, if: ... (2) The LLC is without a registered agent or registered office in this state for two (2) months or more; ... (4) The LLC does not notify the secretary of state within two (2) months that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued;
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-249-604(2), (4)
Revocation (foreign entities)
A foreign corporation without a registered agent or registered office in TN for two months or more faces revocation of its certificate of authority; the revocation itself appoints the SOS as its agent for service of process (§ 48-25-302(d)).
(2) The foreign corporation is without a registered agent or registered office in this state for two (2) months or more; (3) The foreign corporation does not inform the secretary of state under § 48-25-108 or § 48-25-109 that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within two (2) months of the change, resignation, or discontinuance;
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-25-301(2)-(3)
And also
Effect of administrative dissolution: the corporation continues to exist but may not carry on any business except winding up and liquidating.
A corporation administratively dissolved continues its corporate existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs under § 48-24-105 and notify claimants under §§ 48-24-106 and 48-24-107.
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-24-202(c)
The bill to come back
Reinstatement fee
Reinstatement after administrative dissolution costs $70 and requires a confirmation of good standing (tax clearance); reinstatement after administrative revocation (foreign) is also $70.
(23) Application for reinstatement following administrative dissolution 70.00 ... (32) Application for reinstatement following administrative revocation 70.00
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-11-303(a)(23), (a)(32)
What happens to the lawsuit you never saw
Substituted service
If a domestic or foreign corporation fails to appoint or maintain a registered agent, or the agent cannot be found with reasonable diligence, the Secretary of State becomes the corporation's agent for service; § 48-15-105 sets the procedure (duplicate certified copies plus the fee to the SOS, who forwards by registered/certified mail; judgment barred for one month after service completes). The Revised LLC Act carries a parallel mechanism (§ 48-249-112, service on LLC).
Whenever a domestic or foreign corporation authorized to do business in this state fails to appoint or maintain a registered agent in this state, whenever its registered agent cannot be found with reasonable diligence, whenever a foreign corporation shall transact business or conduct affairs in this state without first procuring a certificate of authority to do so from the secretary of state, or whenever the certificate of authority of a foreign corporation shall have been withdrawn or revoked, then the secretary of state shall be an agent of such corporation upon whom any such process, notice or demand may be served.
Source: state statute, via incFACTS: Tenn. Code Ann. § 48-15-104(b)
Statutory text as captured by incFACTS (retrieved 2026-08-01, verified word-for-word against the state code 2026-08-10). Laws change. The statute governs; this page does not.