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                                                                                                         SS-4431 (12/19) 
 
                                               Business Services Division 
                                               Tre Hargett, Secretary of State 
                                               State of Tennessee 
 
                                               INSTRUCTIONS 
 
                         APPLICATION FOR CERTIFICATE OF AUTHORITY 
                                               FOR-PROFIT CORPORATION 
 
                                               Filing Fee:  $600 
 
 Applications for certificates of authority may be filed using one of the following methods: 
 
 •  Print and Mail: Go to http://tnbear.tn.gov/NewBiz and use the online tool to complete the application.Print and 
    mail the application along with the required filing fee to the Secretary of State’s office at 6th FL – Snodgrass 
    Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. 
 
 •  Paper submission: A blank application may be obtained by going to 
    https://sos.tn.gov/sites/default/files/forms/Application%20for%20Certificate%20of%20Authority%20SS-
    4431_0.pdf, by emailing the Secretary of State at TNSOS.CORPINFO@TN.GOV, or by calling (615) 741-2286. 
    The application is hand printed in ink or computer generated and mailed along with the required filing fee to the 
    Secretary of State’s office at 6th FL – Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, 
    Nashville, TN 37243. 
 
 •  Walk-in: A blank application may be obtained in person at the Secretary of State Business Services Division 
    located at 6th FL – Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243. 
 
 Applications for certificate of authority must be accurately completed in their entirety. Forms that are inaccurate, 
 incomplete or illegible will be rejected. 
 
 A For-Profit Corporation application for certificate of authority sets forth the items required under T.C.A. § 48-65-103. 
 
 A For-Profit Corporation application for certificate of authority must be accompanied by a certificate of existence or a 
 document of similar import (for example, a certificate of good standing) duly authenticated by the Secretary of State or 
 other official having custody of the corporation records in the state or country under whose law it is organized. The 
 certificate shall not bear a date of more than two (2) months prior to the date the application for certificate of authority is 
 filed with the Division of Business Services. 
 
                         APPLICATION FOR CERTIFICATE OF AUTHORITY 
 
 1. The name of the corporation is –       Enter the name of the corporation. 
 
    If different, the name under which the certificate of authority is to be obtained is – If the corporation will do 
    business in Tennessee under an assumed name, enter that name here. The Secretary of State of the State of 
    Tennessee may not issue a certificate of authority to a foreign corporation if its name does not comply with the 
    requirements of T.C.A. § 48-14-101 of the Tennessee Business Corporation Act. If obtaining a certificate of 
    authority under an assumed corporation name, an application must be filed pursuant to T.C.A. § 48-14-101(d). 
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    If the foreign corporation must alter its name in order to do business in Tennessee pursuant to T.C.A. § 48-14- 
    101(a)(1) – i.e. by including the words “corporation”, “company” or “incorporated” or the abbreviation “corp.”, 
    “co.” or “inc.” - the corporation may do so without filing an application for assumed name. Use this space to 
    indicate the name – including the necessary Tennessee designation - under which the corporation will do 
    business in Tennessee. 
 
    If a corporation’s name contains the word “bank”, “banks”, “banking”, “credit union” or “trust”, written approval 
    must first be obtained from the Tennessee Department of Financial Institutions before documents can be 
    accepted for filing with the Division of Business Services. You may contact the Tennessee Department of 
    Financial Institutions at (615) 741-2236. 
 
    If a corporation’s name contains the phrase “insurance company”, written approval must first be obtained from the 
    Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division 
    of Business Services. 
 
 2. The state or country under whose law it is incorporated is – Enter the name of the state or country under 
    whose law the corporation is formed. 
 
    and the date of its incorporation is – Enter the corporation’s date of incorporation. If the accompanying 
    certificate of existence or like document from the state of formation includes a date of formation, the date 
    indicated here must be the exact same date as that indicated on the certificate of existence. 
 
    and the period of duration, if other than perpetual, is – If the corporation has a period of duration after which 
    is existence is scheduled to end, indicate the date of scheduled termination here. 
 
    and, if prior to qualifying, the date it commenced doing business in Tennessee is  – Enter the date the 
    corporation commenced doing business in Tennessee if the corporation commenced doing business on or before 
    the date of approval of the application for certificate of authority by the Division of Business Services. Pursuant to 
    T.C.A. § 48-25-102(d), additional filing fees may apply if the corporation commenced doing business in 
    Tennessee prior to the approval of the application. If a prior date is indicated, a call to the Business Services 
    Division customer service line at (615) 741-2286 is encouraged for guidance on the appropriate filing fee amount. 
 
    If a prior date is indicated and that date is greater than one year prior to the approval of the application to the 
    Division of Business Services, a Certificate of Tax Clearance confirming Good Standing from the Tennessee 
    Department of Revenue must accompany the application. To obtain a Certificate of Tax Clearance for Good 
    Standing, contact the Tennessee Department of Revenue at (615) 741-8999. 
 
 3. This company has the additional designation of – If applicable to the specific nature of the corporation, 
    enter any additional designation, including: 
 
     • Bank 
     • Captive Insurance Company 
     • Credit Union 
     • For-Profit Benefit Corporation 
     • Insurance Company 
     • Litigation Financier 
     • Massachusetts Trust 
     • Professional Corporation 
     • Trust Company 
 
 4. The name and complete address of its registered agent and office located in the state of Tennessee is – 
    Enter the name of the corporation’s initial registered agent, the street address, city, state and zip code of the 
    corporation’s initial registered office located in Tennessee and the county in which the office is located. The 
    address will be verified and formatted to United States Postal Service address deliverability guidelines. If the 
    address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the 
    Division of Business Services. A post office box is not acceptable for the registered agent/office address. 
 
 5. Fiscal Year Close Month – Enter the month of the year that concludes the corporation’s fiscal year. If a fiscal 
    year close month is not indicated, the Division of Business Services will list the fiscal year close month as 
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     December by default. Please note that T.C.A. § 48-26-203 requires corporations to file an annual report with 
     the Secretary of State on or before the first day of the fourth month following the end of the close of the 
     corporation’s fiscal year. 
 
 6.  If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and 
     time is – If the corporation’s certificate of authority is to go into effect upon a future date, enter the future date. In 
     no event can the future date be more than ninety calendar days from the filing of the application for certificate of 
     authority. 
 
 7.  The corporation is for profit  By signing the application for certificate of authority, the filer acknowledges this 
     statement to be true. 
 
 8.  The complete address of its principal executive office is – Enter the street address, city, state and zip code of 
     the principal executive office of the corporation and the county in which the office is located. The address will be 
     verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be 
     recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business 
     Services unless a deliverable mailing address is also provided. A post office box is not acceptable for the principal 
     office address.  Please provide a business email address.  All reminders and notifications will be sent via email.  
 
 9.  The complete mailing address of the entity (if different from the principal office) is – If notifications from the 
     Division of Business Services should be sent to an address other than the principal office address, enter that 
     address. The address will be verified and formatted to United States Postal Service address deliverability 
     guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will 
     be rejected by the Division of Business Services. A post office box address is acceptable for a mailing address. 
 
 10. List the name and complete address of each of its current officers   Addresses should include address, city, 
     state and zip code. If the form does not provide enough space, enter “see attached” and attach a list of the 
     officers and their addresses to the application for certificate of authority. 
 
 11. List the name and complete address of each of its current board of directors – Addresses should include 
     address, city, state and zip code. If the form does not provide enough space, enter “see attached” and attach a 
     list of the directors and their addresses to the application for certificate of authority. 
 
 12. Professional Corporation – If “Professional Corporation” is indicated in section 3 of the application for certificate 
     of authority, check the box certifying that the statement in this section is true. Indicate the licensed profession in 
     the space provided. 
 
                                     Signature 
 
 •   The person executing the document must sign it and indicate the date of signature in the appropriate spaces. 
     Failure to sign and date the application will result in the application being rejected. 
 
 •   Type or Print Name. Failure to type or print the signature name and title of the signer will result in the 
     application being rejected. 
 
 •   Type or Print Signer’s Capacity. The signer must indicate the capacity in which such person signs. Failure to 
     indicate the signer’s capacity will result in the application being rejected. 
 
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                                 FILING FEE 
 
 • The filing fee for an application for certificate of authority is $600. 
 
 • Pursuant to T.C.A. § 48-25-102(d), additional filing fees may apply if the corporation commenced doing business 
   in Tennessee prior to the approval of the application. If a prior date is indicated, a call to the Business Services 
   Division customer service line at (615) 741-2286 is encouraged for guidance on the appropriate filing fee amount. 
 
 • Make check, cashier’s check or money order payable to the Tennessee Secretary of State.  Cash is only 
   accepted for walk-in filings. Applications submitted without the proper filing fee will be rejected. Checks, 
   cashier’s checks or money orders made out to any payee other than the Tennessee Secretary of State will 
   not be accepted and will result in the rejection of document. 
 
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                 APPLICATION FOR CERTIFICATE OF AUTHORITY 
                                    FOR-PROFIT CORPORATION (ss-4431)                                                                               Page 1 of 2
                                                                                                                                            For Office Use Only
                                                 Business Services Division
                                               Tre Hargett, Secretary of State
                                                     State of Tennessee
                                                     312 Rosa L. Parks AVE, 6th Fl.
                                                     Nashville, TN 37243-1102
                                                         (615) 741-2286
                                                        Filing Fee: $600.00

To the Secretary of the State of Tennessee:
Pursuant to the provisions of T.C.A. § 48-25-103 of the Tennessee Business Corporation Act, the undersigned corporation 
hereby applies for a certificate of authority to transact business in the State of Tennessee, and for that purpose sets forth:

1. The name of the corporation is:   
   If different, the name under which the certificate of authority is to be obtained is:   

  NOTE: The Secretary of State of the State of Tennessee may not issue a certificate of authority to a foreign for-profit corporation if its 
  name does not comply with the requirements of T.C.A. § 48-14-101 of the Tennessee Business Corporation Act. If obtaining a certificate of 
  authority under a different corporate name, an application for registration of an assumed corporate name must be filed pursuant to T.C.A.  
  § 48-14-101(d) with an additional $20.00 fee.

2. The state or country under whose law it is incorporated is:   
   and the date of its incorporation is:              /       / 
                                               Month    Day     Year
   and the period of duration, if other than perpetual, is:            /                                              / 
                                                                Month    Day                                            Year
   and, if prior to qualifying, the date it commenced doing business in Tennessee is:                                                 /      / 
                                                                                                                              Month     Day    Year
   NOTE:  Additional filing fees and proof of tax clearance confirming good standing may apply if the corporation commenced doing business 
   in Tennessee prior to the approval of this application.  See T.C.A. § 48-25-103(c).

3. This company has the additional designation of:       

4. The name and complete address of its registered agent and office located in the state of Tennessee is:
   Name:    
   Address:                                                                                                                                                     
   City:                                  State: TN Zip Code:                                                                County: 

5. Fiscal Year Close Month:                                  

6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is: 
   (Not to exceed 90 days)                                                            Time:  Effective Date:    /  /          
                                         Month       Day     Year
7. The corporation is for profit.  

8. The complete address of its principal office is:
   Name:    
   Address:  
   City:                                              State:                                                                   Zip Code: 
   Business Email:                                                                                                           

SS-4431 (Rev. 12/19)                                                                                                                               RDA 1678



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               APPLICATION FOR CERTIFICATE OF AUTHORITY 
                                 FOR-PROFIT CORPORATION (ss-4431)                                                            Page 2 of 2
                                                                                           For Office Use Only
                                 Business Services Division
                                 Tre Hargett, Secretary of State
                                 State of Tennessee
                                 312 Rosa L. Parks AVE, 6th Fl.
                                 Nashville, TN 37243-1102
                                                          (615) 741-2286
                                                 Filing Fee: $600.00

The name of the corporation is:  

9. The complete mailing address of the entity (if different from the principal office) is:
 Address:  
 City:                             State:                                Zip Code:         

10. List the name and complete address of each of its current officers:
 Title               Name        Business Address                                         City, State, Zip

11. List the name and complete address of each of its current board of directors:
 Name                           Business Address                        City, State, Zip

12. Professional Corporation: (required is the additional designation of “Professional Corporation” is entered in section 3.)
        I certify that this is a Professional Corporation.
        Licensed Profession: 

 *Note: Pursuant to T.C.A. § 10-7-503 all information on this form is public record.

Signature Date                                   Signature

Signer's Capacity                                Name (printed or typed)

 Submitter Information: Name:                               Phone #:  ( )
SS-4431 (Rev. 12/19)                                                                                                         RDA 1678






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