This tutorial has been created for the purposes of assisting the individual registering a partnership in the state of Tennessee. Unfortunately, there exists no manner in which this process can be accomplished online and for this reason we have provided all requisite PDFs and detailed the contents of those documents in our tutorial below. When submitted to the Secretary of State through the mail, and if correspondence has been received indicating their acceptance, you will then be legally permitted to transact business in the State of Tennessee. It is necessary that a filing fee be submitted along with each form, the cost of which has been provided below.

It is recommended, though not required, that filers perform a name availability search prior to filing their partnership to ensure that the name they plan on using has not already been registered by another entity. You may also choose to file a Name Reservation application in order to secure 4 additional months in which to prepare for registration. This reservation will cost $20.

How to File a GP

Step 1- If you are looking to file with the Secretary of State as a general partnership, you will need to do so with the use of a Statement of Partnership Authority.

Step 2- The following information must be submitted into the form:

  • 1- Name of GP
  • 2a- Address of chief executive office
  • 2b- Mailing address of chief executive office if different
  • 3- Street address of one office in Tennessee (if any)
  • 4- Name of partners authorized to execute an instrument transferring real property held in the name of the partnership
  • 5- The authority or limitations on authority of some or all partners (if applicable)
  • 6- An additional designation (if applicable)
  • Signatures, printed name of general partners as well as the date of signing

TN-Statement-of-Partnership-Authority

Step 3- Once the form has been completed in its entirety, you must then attach to it the filing fee of $20 in the form a check made payable to the Secretary of State. Send these two items to the below address for processing.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

How to File a Domestic LP

Step 1- When you’re ready to file as domestic limited partnership, you may then download the Certificate of Limited Partnership form.

Step 2- With the application open and ready in your PDF reader, you will be able to provide the following information:

  • 1- Name of LP
  • 2a- Address of principle office
  • 2b- Mailing address of principle office (if different)
  • 3- Name and address of registered agent
  • 4- Any additional information deemed necessary
  • 5- An additional designation (if applicable)
  • 6- Effective filing date (if applicable)
  • 7- Date of formation if created prior to January 1, 1989 and the partnership wishes to be governed by the Tennessee Limited Partnership Act
  • 8 – Name, address and signature of each general partner as well as the signature date

TN-Certificate-of-Limited-Partnership

Step 3- Once completed, attach to it a check made out to the Secretary of State covering the entire $100 fee. Mail both the form and the fee to the below address when finished.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

How to File a Domestic LLP

Step 1- To form a new, domestic limited liability partnership, you must first register with this application.

Step 2- On the form, you will need to provide the following:

  • 1- Name of LLP
  • 2a- Address of principle office
  • 2b- Mailing address of principle office if different
  • 3- Name and address of registered agent and office
  • 4- Brief statement regarding the business in which the partnership is engaged
  • 5- Other provisions
  • 6- Additional designation (if applicable)
  • 7- Effective filing date (if applicable)
  • 8- Date of formation if created prior to July 1, 1965 and the partnership wishes to be governed by the Tennessee Limited Liability Partnership Act
  • 9- Number of partners
  • Name, address and signature of one or more authorized persons as well as the signature date

TN-Application-for-Registration-of-LLP

Step 3- When the form has been completed, calculate your filing fee based off of the fact that it will cost $50 per member (minimum $250, maximum of $2,500). Once a check has been written and signed, you will be ready to send your filing through the mail to the office of the Secretary of State (address below).

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

How to File a Foreign LP

Step 1- To file a with the Tennessee Secretary of State as the representative of a foreign limited partnership, you will need to download this Application for Registration of Foreign Limited Partnership.

Step 2- Supply the below information into the PDF when ready.

  • 1- Name of LP and name to be used in its stead if current name is unavailable
  • 2- Jurisdiction of initial formation
  • 4- Name and address of registered agent and office
  • 5- Complete street address and mailing address of principle office
  • 6- Brief statement regarding the business in which the partnership is engaged
  • 7- Name and address of each partner
  • 8- Additional designation (if applicable)
  • 9- Date business was commenced in Tennessee if done prior to the completion of this application
  • 10- Effective filing date
  • Name, address and signature of an authorized representative along with the date of signing

TN-Application-for-Registration-of-LPStep 3- Your completed filing package must include the filing fee of $600 in the form of a check made out to the Secretary of State and a certificate of existence or similar document authenticated by the appropriate authority in your jurisdiction of initial formation. Send all three items (form, fee, certificate) to the below address when consolidated to be reviewed by the office of the Secretary of State.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

How to File a Foreign LLP

Step 1- You can file a foreign limited liability partnership with the use of a Notice of Registration of Foreign Limited Liability Partnership.

Step 2- Once open in your PDF reader, you will be able to provide the following data:

  • 1- Name of LLP
  • 2- Name to be used in Tennessee (if different than above name)
  • 3- Jurisdiction of initial formation
  • 4- Name and address of registered agent and office
  • 5- Complete street address and mailing address of principle office
  • 6- Brief statement regarding the business in which the partnership is engaged
  • 7- Other provisions
  • 8- Number of partners
  • 9- Additional designation (if applicable)
  • 10- Effective filing date
  • Name, address and signature of an authorized representative along with the date of signing

TN-Notice-of-Registration-of-Foreign-LLP

Step 3- Send the completed document to the below address with the attached filing fee ($50 per member with a minimum of $250 and a maximum of $2,500) and a certificate of good standing to be processed at the office of the Secretary of State.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

Tips

EIN – Once you’ve completed your filing process as an individual filing for a domestic limited or limited liability partnership, it will be necessary that you acquire an Employer Identification Number in order to be seen as legitimate in the eyes of the federal government. With this number, you will be able to apply for financing, hire employees and ultimately conduct all varieties of financial transaction in the name of the partnership. For more information on the application process, follow the link above and to the left to be presented with our tutorial. You may also choose to make your way directly to the Online filing system or download the PDF of the form SS-4.

Partnership Agreement–  In the case that you have yet to draft a partnership agreement, it would be wise to take a look at our free template found linked at the beginning of this sentence. Through this template, you will be able to relay the manner in which the internal affairs of your entity are to be organized to provide a comprehensive guide to the management of your partnership. The agreement is often the only legal proof of many essential provisions that would not be otherwise stated. For more information, we urge you to download our free document in either MS Word format or Adobe PDF and go over it with an attorney to establish its usefulness in regards to the organization of your particular business.

Renewal– It is only necessary that domestic limited liability partnerships renew each year with the submission of an annual report. This renewal process can be executed quite easily online through the Business Services Online portal and will require only your control number to access. Regardless of whether you plan on paying the $20 filing fee online or through the mail, you will be required to prepare the renewal form through the online portal. Those wishing to pay online may do so by credit card. Otherwise, it will be necessary for you to download the completed form in PDF, print it off and send it to the below address with the enclosed filing fee.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

How to (Video)