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The SS-4231 form, officially titled the Application for Amended Certificate of Authority Limited Liability Company, serves a crucial purpose for businesses operating in Tennessee. This form is designed for limited liability companies (LLCs) that need to update their authority to do business in the state. Various aspects must be addressed when filling out the form. The applicant must provide the currently recorded name of the LLC and, if applicable, the new name under which it intends to operate. To ensure compliance, details regarding the state or country of formation and the date of formation are required. Address information is vital as well; the form calls for both the principal office address and any different mailing address. Furthermore, the applicant must include the registered agent’s name and address within Tennessee, which is crucial since this agent serves as the official point of contact for legal documents. If the LLC has more than six members, the form also captures that information, alongside any other changes that may be relevant. Importantly, submitting this form necessitates attaching a certificate of existence or similar document, which proves that the LLC is in good standing in its original state of formation, alongside a filing fee of $20. The SS-4231 form is not only a procedural requirement but also a step towards maintaining the transparency and legality of business operations in Tennessee, as all the information provided becomes part of the public record.

Ss 4231 Example

APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY LIMITED LIABILITY COMPANY (SS-4231)

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: $20.00

For Office Use Only

To the Secretary of State of the State of Tennessee:

Pursuant to the provisions of § 48-246-303 of the Tennessee Limited Liability Company Act or § 48-249-906 of the Tennessee Revised Limited Liability Company Act, the undersigned hereby applies for an amended certificate of authority to transact business in the State of Tennessee, and for that purpose sets forth:

1. The currently recorded name of the Limited Liability Company is: 

If different, the name under which the certificate of authority is to be obtained is: 

2. The state or country under whose law it is organized is: 

 

 

 

 

The date of its formation is

/

 

/

 

 

 

 

 

 

 

 

 

Month

 

Day

 

Year

 

 

 

 

 

3a. The complete street address of its principal office is:

Change

 

 

Physical Street Address: 

 

 

 

 

 

 

 

 

 

 

 

 

City: 

 

 

 

 

 

  State: 

 

  Zip Code: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3b. The mailing address (if different from the physical street address) is:

Mailing Street Address: 

 

 

City: 

  State: 

  Zip Code: 

4.The name and complete address of the registered agent and office located in the state of Tennessee is: Change

Registered Agent name: 

Address: 

City: 

 

  State:  TN

Zip Code: 

  County: 

 

 

 

 

 

 

 

 

 

5.If applicable, this limited liability company has the additional designation of:

6.If the provisions of TCA § 48-249-309(i) (relating to foreign series LLCs) apply, then the information required by that section should be attached as part of this filing.

7.Please insert the number of members at the date of filing if more than six (6):

8.Other changes:

NOTE: This application 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 Limited Liability Company records in the state or country under whose law it is formed. The certificate shall not bear a date of more than two (2) month prior to the date the application is successfully filed in Tennessee.

 

Signature Date

 

 

Signature

 

 

 

 

 

 

 

 

Signer’s Capacity

 

 

Name (printed or typed)

SS-4231 (Rev. 7/14)

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

 

 

RDA 2458

Form Characteristics

Fact Description
Name of Form Application for Amended Certificate of Authority Limited Liability Company (SS-4231).
Governing Laws § 48-246-303 of the Tennessee Limited Liability Company Act and § 48-249-906 of the Tennessee Revised Limited Liability Company Act.
Filing Fee The filing fee for the application is $20.00.
Legal Requirement A certificate of existence or similar document must accompany the application.
Public Record All information provided in this form is public record as per T.C.A. § 10-7-503.

Guidelines on Utilizing Ss 4231

Once the SS-4231 form is completed, it must be submitted to the Secretary of State’s office in Tennessee along with the required fee and accompanying documents. Ensure that all information is accurate to avoid any delays in processing.

  1. Obtain the SS-4231 form. It can be downloaded from the Tennessee Secretary of State’s website or requested directly from their office.
  2. Enter the currently recorded name of the Limited Liability Company in the first field.
  3. If the name has changed, fill in the new name under which the certificate of authority is to be obtained.
  4. Indicate the state or country where the company is organized.
  5. Provide the date of formation using the format Month/Day/Year.
  6. Complete the street address of the principal office. Include the city, state, and zip code.
  7. If the mailing address differs from the physical address, fill out the mailing address sections including street address, city, state, and zip code.
  8. List the name and complete address of the registered agent located in Tennessee. Include the city, state (Tennessee), zip code, and county.
  9. If the company has an additional designation, include that information.
  10. If applicable, attach required information regarding foreign series LLCs.
  11. Input the number of members if it is more than six (6). Provide this number as needed.
  12. Document any other changes in the designated section.
  13. Attach a certificate of existence or similar document authenticated by the appropriate authority.
  14. Sign the form and fill in the date, along with the signer's capacity and printed name.

After completing these steps, review the form to ensure all information is correct. Prepare the filing fee of $20. Then, submit the form and accompanying documents to the Secretary of State office in Nashville, TN.

What You Should Know About This Form

What is the purpose of the SS-4231 form?

The SS-4231 form is used by limited liability companies (LLCs) to apply for an amended certificate of authority to conduct business in Tennessee. It allows LLCs to update their business information, such as their name, address, or registered agent.

What is the filing fee for the SS-4231 form?

The filing fee for submitting the SS-4231 form is $20.00. This fee must be paid at the time of submission.

Who should submit the SS-4231 form?

The form should be submitted by the LLC that needs to make changes to its certificate of authority. This includes any authorized representative or member of the company.

What information do I need to provide on the SS-4231 form?

You will need to provide the current name of the LLC, any new name under which the certificate should be obtained, the state or country of formation, and the date of formation. Additionally, you must provide the principal office address, mailing address, and the name and address of the registered agent in Tennessee.

Is there a requirement for documentation to accompany the SS-4231 form?

Yes, you must include a certificate of existence or a similar document that authenticates your LLC's status in its state of formation. This certificate should not be more than two months old at the time of filing in Tennessee.

What happens if my LLC has more than six members?

If your LLC has more than six members at the time of filing, you need to indicate the number of members on the form. This information is required for proper processing.

Are there any specific guidelines for foreign series LLCs?

If the provisions of TCA § 48-249-309(i) apply to your LLC, you must attach the necessary information as part of your filing. This helps ensure compliance with Tennessee law.

What should I do if I need to change my registered agent?

If you need to change your registered agent, provide the new agent's name and complete address on the SS-4231 form. It's essential to keep this information up to date to maintain compliance with state regulations.

Can the information on the SS-4231 form be kept confidential?

No, all information submitted on the SS-4231 form becomes part of the public record, as per T.C.A. § 10-7-503. This means anyone can access this information once it is filed.

How can I contact the Secretary of State's office for assistance?

You can reach the Secretary of State's office in Tennessee by calling (615) 741-2286. They can provide guidance and answer any questions related to the SS-4231 form and the filing process.

Common mistakes

Completing the SS-4231 form can be a straightforward process, but several common mistakes can cause delays or complications. One significant error is neglecting to provide the correct name of the Limited Liability Company. If the name does not match the records of the state where the company is organized, it may lead to unnecessary back-and-forth communication with the Secretary of State's office. It is crucial to ensure that the name entered in the form matches exactly with the name on record.

Another frequent mistake involves failing to include the complete address of the principal office. In section 3a, it is essential to provide both the physical street address and any relevant city, state, and zip code. Incomplete information can obstruct the processing of the form and delay the issuance of the certificate of authority. Double-checking the address details before submission can prevent these issues.

People often misunderstand the requirement for attachments as well. The SS-4231 must be accompanied by a certificate of existence or a similar document authenticated by the relevant authority in the state where the LLC was formed. Some applicants mistakenly submit the form without this critical attachment, which can result in an outright rejection of the application. Be diligent in gathering all necessary documents and verify that they are included with the submission.

Finally, a common oversight occurs in the completion of the signature section. Both the signature and the printed name of the signer must be included. Additionally, confirming the signer’s capacity—such as whether they are a member or manager of the LLC—is vital. Omitting any part of this section can lead to processing delays, as the Secretary of State's office may need to reach out for clarification. Ensuring that all signatures are present, along with clear identifiers, strengthens the application significantly.

Documents used along the form

When completing the SS-4231 form for an amended certificate of authority for a Limited Liability Company in Tennessee, several other forms and documents may be necessary to ensure compliance and facilitate the process. Each of these documents serves a specific purpose in the application process, and understanding them can help streamline the submission.

  • Certificate of Existence: This document verifies that the Limited Liability Company is officially registered and in good standing with the state. It provides essential details about the business and must be dated within two months before the SS-4231 form submission.
  • Certificate of Good Standing: Similar to the certificate of existence, this document confirms that the company meets all state requirements and has fulfilled its obligations. It may be required depending on the jurisdiction.
  • Operating Agreement: While not always mandatory, the operating agreement outlines the management structure and operating procedures of the Limited Liability Company. This document can provide clarity on ownership and responsibilities.
  • Resolution of the Board: If applicable, this resolution indicates that the members or managers of the LLC have formally agreed to amend the certificate of authority. It serves as proof of internal approval for the changes being requested.
  • Change of Registered Agent Form: If there is a change in the registered agent, this form must be filed to officially update the designated representative for the company in Tennessee.
  • State Tax ID Application: Companies wanting to update their information may need to apply for a new or updated Employer Identification Number (EIN) from the IRS. This may be necessary if ownership or structure changes occur.
  • Foreign Qualification Application: If your Limited Liability Company was formed outside of Tennessee and is seeking to operate in the state, you will need to file this application alongside the SS-4231 form to ensure compliance with state regulations.

By gathering these additional documents, you can enhance the chances of a smooth application process for the amended certificate of authority. Ensuring that all necessary information is included will help facilitate compliance with Tennessee state requirements.

Similar forms

The SS-4231 form, which is the application for an amended certificate of authority for a Limited Liability Company in Tennessee, shares similarities with several other important documents. Each of these documents serves to provide information regarding organizational changes, confirms legal status, or facilitates business operations. Below is a list of documents that are similar to the SS-4231 form:

  • Certificate of Good Standing: This document verifies that a business is authorized to operate within a state and complies with state regulations. Like SS-4231, it confirms the legitimacy of a company's operations.
  • Articles of Amendment: This form is used to officially change specific details in a company’s original articles of incorporation. Similar to SS-4231, it allows for updates to a company's registered information.
  • Foreign Qualification Application: This document allows a company to conduct business in a different state than where it was formed. Both forms involve similar processes regarding authorization and compliance.
  • Statement of Information: Often required by states periodically, this document updates the state about key company details. Its purpose parallels that of the SS-4231 form in keeping state records current.
  • LLC Operating Agreement: Though not always filed with the state, this internal document outlines the management structure of the LLC. It complements SS-4231 by detailing the operational aspects of the company.
  • Certificate of Existence: This document, sometimes referred to as a certificate of good standing, confirms that a business exists and is authorized to conduct business. Like the SS-4231, it is often required during filings.
  • Application for Certificate of Authority: Used when an LLC wishes to do business in another state, this application is similar to the SS-4231 as it addresses the authority aspect of operating across state lines.
  • Change of Address Form: This form notifies the state about changes to a business's address. The similarity lies in the need for both documents to keep records accurate and up-to-date.
  • Annual Report: This report provides the state with updates on a company's status, similar to what is requested in the SS-4231 form for amendments that may affect authoritative permission.
  • Business License Application: Required in many jurisdictions to legally operate, this application serves to establish authority, akin to the notification performed by the SS-4231 form for an existing business.

These documents, while each having distinct functions, share the common goal of ensuring transparency and compliance in business operations. Maintaining up-to-date records is essential for the smooth functioning of your Limited Liability Company.

Dos and Don'ts

When filling out the SS-4231 form, it is crucial to proceed with care to ensure that your application is processed smoothly. Here are five important dos and don’ts to consider:

  • Do complete all sections of the form accurately. Incomplete forms may lead to delays.
  • Don't forget to check for consistency. Ensure that the names and addresses match those on your existing records.
  • Do include the filing fee of $20. Without the correct payment, your application cannot be processed.
  • Don't overlook the requirement for a certificate of existence or a similar document. This is essential for your application.
  • Do review your form before submission. Typos and errors can complicate the approval process.

Being attentive to these details can help streamline your application and avoid unnecessary complications. Ensuring accuracy and completeness not only saves time but can also prevent potential setbacks in your business operations.

Misconceptions

There are several misconceptions regarding the SS-4231 form, which is used to apply for an amended certificate of authority for limited liability companies in Tennessee. Understanding these misconceptions can help ensure that applicants complete the form correctly and avoid unnecessary delays.

  • The form is only for new businesses. In reality, the SS-4231 form is designed for existing limited liability companies that need to amend their certificate of authority, not strictly for new businesses.
  • Filing with the SS-4231 form is optional. This is misleading. If a limited liability company undergoes changes that affect its authority to do business in Tennessee, filing the form is necessary to maintain compliance.
  • A filing fee is not required. Contrary to this belief, there is a $20.00 filing fee that must accompany the SS-4231 form. Failure to include this fee may result in rejection of the application.
  • Only changes to the business name necessitate the use of this form. While name changes are one reason to submit the SS-4231, other amendments such as changes to the registered agent or principal office address may also require this form.
  • All information provided is confidential. This is incorrect. All information submitted on the SS-4231 form becomes public record, as mandated by T.C.A. § 10-7-503.
  • A certificate of existence is not needed for the application. In fact, the application must include a certificate of existence or a similar document authenticated by the appropriate official in the state or country of organization.
  • Amendments can be filed at any time without restrictions. This is misleading. The date on the certificate of existence must not exceed two months prior to the date when the SS-4231 form is filed, which can affect timely processing.
  • The signer of the form must be an owner of the LLC. This is a common misconception. The person signing can be someone with the authority to act on behalf of the limited liability company, which may include managers or authorized agents.

By clarifying these misconceptions, applicants can navigate the process of filing the SS-4231 form more effectively.

Key takeaways

The SS-4231 form is essential for any Limited Liability Company (LLC) seeking to amend its certificate of authority in Tennessee. Here are some key takeaways to ensure a smooth filing process:

  • The form is specifically designed for LLCs wishing to conduct business in Tennessee under an amended name or with changed details.
  • This application requires a filing fee of $20.00, so be prepared to include payment when submitting the form.
  • Providing complete and accurate information is crucial. This includes the LLC's currently recorded name, formation date, principal office address, and registered agent details.
  • A certificate of existence or a similar document, authenticated by the appropriate state official, must accompany the application. This document should not be dated more than two months prior to the filing date.
  • All information submitted on the SS-4231 form becomes public record, as mandated by state law. Privacy should be considered when completing the form.
  • If the LLC has more than six members, ensure to indicate the number of members at the time of filing.