The Capital Files

As of May 13, 2024 the TN SOS will no longer issue a certificate for an entity that they determine to be not in good standing.  Per the Director of Business Services:

In order to be consistent with state law, the Tennessee Secretary of State’s Office will only issue Certificates of Existence that comply with the requirements of Sections 48-11-309, 48-51-309, 48-247-111, 48-249-1019, 61-1-1006, 61-2-1209 and 61-3-210 of the Tennessee Code. 

Because these statutes state that a certificate of existence issued by our Office “may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing,” our Office will only issue Certificate that comply with these statutory requirements.  Tenn. Code Ann. 48-11-309(c) (emphasis added).

The Tennessee Secretary of State requires that all original financing statements (UCC-1s) include this language in the Collateral section:

“The maximum principal indebtedness for Tennessee recording tax purposes is $(insert dollar amount).”  The Tennessee Secretary of State will assess taxes based on the amount indicated in this statement.  That tax amount is 11.5 cents per hundred dollars, after exempting the first $2,000.

The Tennessee Secretary of State will NOT accept a zero amount for this indebtedness unless one of the following criteria are met:

• a tax receipt showing that taxes were paid at the county level is attached
• the debtor is tax-exempt
• the filing is a non-UCC filing

The TN Secretary of State will accept all forms of digital signatures, but will NOT accept conformed signatures or signatures that are typed but appear to just use a different font from the rest of the document.

THE FOLLOWING DOCUMENTS ARE ACCEPTED FOR APOSTILLE OR AUTHENTICATION:

1. TN State Records – must be certified by the appropriate state official within the past TWO years:

• Vital records signed by State Registrar (e.g., birth, death, marriage certificates)
• Tennessee state court documents
• Tennessee State Library & Archives
• Tennessee Secretary of State
• Tennessee Bureau of Investigation (TBI) background checks

2. County Records

• Must be signed by appropriate county official
• Must be certified by county clerk within the past TWO years

3. School Transcripts

• Must be from a Tennessee school, contain school seal and signed by Registrar (or assistant registrar)
• Registrar’s signature must be notarized by a Tennessee notary and notary’s signature certified by county clerk

4. School Diploma

• If original document, must be from a Tennessee school, contain school seal and signed by President or Principal; President’s or Principal’s signature must be notarized by a Tennessee notary, and notary’s signature certified by county clerk
• If photocopy of the Diploma, it must be attached to affidavit of person in whose name the diploma was issued, testifying that the photocopy is a true and correct copy of the diploma; affidavit must be notarized by a Tennessee notary and notary’s signature certified by county clerk

5. TN driver license or other motor vehicle record

• Official copy of motor vehicle record from TN Department of Safety; or
• Photocopy of driver license, must be attached to affidavit of person in whose name the license was issued, testifying that the copy is a true and correct copy of the license; affidavit must be notarized by a Tennessee notary and notary’s signature certified by county clerk

6. U.S. Passport (Authentication Only)

• Photocopy of U.S. passport must be attached to affidavit of person in whose name the passport was issued, testifying that the copy is a true and correct copy of the passport; affidavit must by notarized by a Tennessee notary and notary’s signature certified by county clerk

7. TN Notarized Documents

• Examples: powers of attorney, affidavits, corporate by-laws, commercial agreements, income verification, etc.

• Must be properly notarized by a Tennessee notary in accordance with TN law:
• Notary’s signature must be by hand and in ink
• Must include the date of notarization
• Must include notary stamp
• Notary’s signature must be certified by county clerk

THE FOLLOWING DOCUMENTS ARE NOT ACCEPTED FOR APOSTILLE OR AUTHENTICATION:

1. Out of state documents, even if attached to an affidavit or notarized by a Tennessee notary and notary’s signature certified by county clerk
2. Federal documents (except for U.S. passports), even if attached to an affidavit or notarized by a Tennessee notary and notary’s signature certified by county clerk
3. Documents issued by a foreign country
4. Documents that will be used within the United States of America, its territories or possessions

5. Non-English documents, unless an English translation is provided

• English translation must be accompanied by statement of translator that it is a true and correct translation of the document

• Statement of translator must be notarized by a Tennessee notary and notary’s signature certified by county clerk

6. The following documents, even if notarized by a Tennessee notary and notary’s signature certified by county clerk:

• Records regarding allegiance to a government
• Records regarding allegiance to a jurisdiction
• Records relating to relinquishment of citizenship
• Records related to the renunciation of citizenship
• Records relating to sovereignty
• Records relating to in itinere status
• Records relating to World Service Authority
• Records relating to the claim of immunity from Tennessee law
• Records relating to the claim of immunity from Federal law
• Records relating to “being alive” or “in existence”
• Notification of Record
• Records declaring that funds are held in trust by U.S. or state government
• Certificates of Title
• Declaration of Political Status