Registering KY LLC in TN

[Mark S.]

So I'm under contract for a property in TN. I currently have a KY LLC. After talking to the title company, they said that I can use my existing KY LLC as long as it's registered in TN. I believe they said it's $300. I was also told that the due on sale clause cannot be triggered in TN if I'm a single member LLC, my name is on the loan, and the LLC owns the property - that's it's simply a transfer, not a sale, and that all that's required other than the KY LLC being registered in TN is the quitclaim deed. My questions: 1.) What is the process for doing this? 2.) Who normally does this - CPA, attorney, title company, me? 3.) Anything else I missed?

[Matt Horwitz]

@Mark S., keep in mind that you can also just form a Domestic LLC in Tennessee, instead of doing a foreign qualification. The registration fees for Foreign LLCs and Domestic LLCs in TN are the same ($300 to form, $300 per year). The benefit of foreign qualification though is you're still operating under the same legal entity, using the same bank account, and same EIN. Forming a Domestic TN LLC is an entirely new entity.

1. Go to the TN Secretary of State website: https://sos.tn.gov/business-services/limited-liability-companies. To file by mail: See Forms: Formed Outside of Tennessee > Application for Certificate of Authority (ss-4233). Approval time takes 5-7 business days. Alternatively, you can file online: https://tnbear.tn.gov/Ecommerce/RegistrationInstr.aspx. Approval is instantaneous after submitting payment.

2. The title company does not form entities for people (at least most title companies). Yourself or an attorney. Some CPAs do legal filings, but if you're going to hire someone, hire an attorney.

3. The entity part is not that difficult, but make sure to iron out all the details with the title company as their could be surprises. Ask them if they need a TN Certificate of Existence, for example. But hash out transfer tax details (if applicable) and make sure you ask them for all documentation they'll need to close.