Obtaining a Certificate of Compliance in Tennessee

A Tennessee Certificate of Existence (COE) is proof that a company is in compliance with state regulations and has filed the necessary documents to conduct business in another state. In other states, a Certificate of Existence is known as a Certificate of Good Standing or Certificate of Status. The Tennessee Division of Business Services issues these certificates. Businesses may request a COE at any time.

ZenBusiness can help your business remain updated with all compliance prerequisites for obtaining a Certificate of Existence. Our worry free compliance service helps ensure amendments and annual reports are filed on time. We track fees and deadlines for recurring compliance events so you’re never caught off guard. Let us keep up with the details so you can spend more time focused on growing your business.

What does a Certificate of Existence confirm?

A Certificate of Existence verifies that a business exists and legally complies with applicable state laws and regulations. This document also confirms that state registration fees and annual reports have been submitted on time. Additionally, a Tennessee Certificate of Existence proves that required state taxes are paid in full.

A COE doesn’t confirm compliance at a federal level. This means that you can owe the IRS back taxes, and you may still be able to get a COE. While this isn’t a good idea, it’s worth remembering should you need to see a COE from another business for contractual reasons.

In Tennessee, a Certificate of Existence includes a brief, signed statement from the Secretary of State (SOS) attesting that the information provided is accurate. The document also reflects the successful payment of the fee for requesting the COE. The date when the certificate was issued and a verification number should be listed on the COE as well. A Certificate of Existence may provide other information depending on the needs of the requesting party.

Why might a business need a Tennessee Certificate of Existence?

Although it isn’t usually mandatory for a business to obtain a Certificate of Existence, it’s useful for a variety of situations. A few of the most common reasons you may need a COE includes:

• Registering to conduct business in another state: Before you can do business outside the state, you may need what’s called “foreign qualification.” A Certificate of Existence and a Certificate of Authority are among the documents that are usually needed to apply for this status.
• Securing funding: Investors and loan providers will often request a Certificate of Existence before they commit to providing funding. For this purpose, the COE may include information about current accounts payable that don’t require up-front payment.
• Opening a bank account for your business: Most banks require a recently issued COE to open a new business bank account. It isn’t uncommon for banks to ask for a Certificate of Existence that’s no more than 60 days old.
• Purchasing insurance for your business: You may be asked to provide a COE when buying general liability, property, or workers’ compensation insurance coverage.
• Selling a portion or all of the business: A COE will demonstrate to the buyer that you have no outstanding state tax obligations or fees associated with your company.
• License and permit renewals: You’ll also sometimes be required to present a COE for recurring license and permit renewals.

The majority of these certificates are considered valid for up to 90 days, although some entities require one that’s no more than 30 or 60 days old. For more information on expiration dates associated with your Certificate of Existence, contact the Division of Business Services.

What Tennessee entities can acquire a COE?

Properly registered business entities in Tennessee may request a Certificate of Existence from the Tennessee Secretary of State’s Office. The most commonly used registered business entity structures are limited liability companies (LLCs) and corporations; both are eligible to request a Certificate of Existence. Other entities that can request a COE are limited liability partnerships and nonprofit corporations.

It’s important to note that some entities in Tennessee cannot request a COE, such as general partnerships and sole proprietorships.

How to Get a Tennessee Certificate of Existence

The first step to acquire a COE is to ensure your business maintains compliance with state law regarding taxes and annual report filings. If you need help with this part, ZenBusiness can assist you. Our compliance services can keep track of the requirements needed to receive a Certificate of Existence in Tennessee.

Requests for a Certificate of Existence are made through the Division of Business Services website. Enter the nine-digit Control Number assigned to your business when you registered with the state, and ensure the correct entity is selected. Next, enter your contact details and payment information to process the filing fee.

Your Certificate of Existence will then be available for download. Alternatively, requests may be submitted through U.S. mail. Payment should be included with the request form, and a handling charge is applied to any returned checks.

It’s also possible to request a COE in person at the Division of Business Services in Nashville. The hours of operation are between 8 a.m. and 4:30 p.m., Monday through Friday. Requests for a COE received in the morning are typically processed by the end of the day.

You’ll want to verify that your Certificate of Existence is considered valid for its intended use. This could depend on the state in which your business operates or the state where the requesting entity was formed. If everything appears to be in order, the final step is to send your COE to the requesting party for review. Likewise, you may request a Certificate of Existence from another company you’re doing business with.

Conclusion

Compliance may not be simple to keep up with, especially when considering all the other aspects that make a business go round. At ZenBusiness, we understand that your business needs don’t stop after the business has been registered. ZenBusiness can help keep you in good standing with our worry free compliance service. With this service, we not only help keep your business in compliance, but we can also secure a Tennessee Certificate of Existence for you if you need one; you just pay the state fees. And, if you don’t have worry free compliance but still need a COE, our Certificate of Good Standing service can help.