When Is a Change of Registered Agent Required in Tennessee?
A filing entity must file a statement of change with the Tennessee Secretary of State whenever it changes its registered agent, its registered office address, or both. Under the Tennessee Code Annotated (Tenn. Code Ann.) § 48-15-102, a domestic for-profit corporation may change its registered agent or registered office by delivering a statement of change to the Secretary of State for filing. Parallel provisions impose the same filing obligation on every other entity type recognized by the state: nonprofit corporations under Tenn. Code Ann. § 48-55-102, LLCs formed under the original LLC Act under Tenn. Code Ann. § 48-208-102, LLCs formed under the Tennessee Revised Limited Liability Company Act under Tenn. Code Ann. § 48-249-110, limited partnerships under the Revised Uniform Limited Partnership Act under Tenn. Code Ann. § 61-2-104, limited partnerships formed under the Tennessee Uniform Limited Partnership Act of 2017 under Tenn. Code Ann. § 61-3-116, and registered limited liability partnerships under Tenn. Code Ann. § 61-1-1002.
Tennessee requires every domestic and foreign filing entity to continuously maintain both a registered agent and a registered office in the state. An entity that fails to do so for two months or more is subject to administrative dissolution (if domestic) or revocation of its certificate of authority (if foreign). This is not a one-time obligation satisfied at formation — it is an ongoing duty, and any gap in coverage exposes the entity to involuntary loss of its authority to transact business.
The specific circumstances that trigger the need to file a statement of change include:
- The current registered agent resigns the appointment
- The current registered agent moves out of Tennessee or ceases to reside in the state
- The registered agent’s street address changes due to physical relocation, postal renaming, or another cause
- The registered agent is no longer available at the registered office during normal business hours
- The entity voluntarily selects a different registered agent or switches to a professional registered agent service
- The agent no longer consents to serve
Tennessee does not distinguish between a voluntary and an involuntary change — the filing requirement and the form used are the same regardless of the reason.
Grounds for Changing Your Registered Agent in Tennessee
The most common grounds for filing a change of registered agent or registered office in Tennessee are listed in the table below, along with the filing each ground requires.
| Ground | Filing Required |
| Registered agent resigns the appointment | Entity files Form SS-4534 – Statement of Change of Registered Agent/Office by Entity or Agent to appoint a replacement |
| Registered agent moves out of Tennessee | Entity files Form SS-4534 to designate a new Tennessee-based agent |
| Registered agent’s street address changes | Agent files Form SS-4534 under Tenn. Code Ann. § 48-15-102(b) to update the address, or entity files Form SS-4534 to reflect the new address |
| Entity switches to a professional registered agent service | Entity files Form SS-4534 to name the new agent |
| Agent no longer available during business hours | Entity files Form SS-4534 to designate a new agent |
| Agent no longer consents to serve | Entity files Form SS-4534 to appoint a replacement agent |
| Entity changes its own registered office address | Entity files Form SS-4534 to update the registered office address |
An entity’s registered agent information is part of the public record maintained by the Tennessee Secretary of State and is searchable through the state’s Business Information Search. Any inaccurate or outdated registered agent or registered office information should be corrected promptly by filing the appropriate form.
Tennessee Registered Agent Change Requirements
Before filing a statement of change, the entity must ensure that the new registered agent and registered office satisfy all requirements imposed by Tennessee law. These requirements are consistent across entity types and were most recently updated by Public Chapter 102 (2023), which expanded the categories of persons and entities eligible to serve as registered agents.
Eligibility of the new registered agent:
Option A – Organization: A domestic corporation, domestic nonprofit corporation, domestic LLC, domestic general partnership, domestic limited partnership, domestic registered limited liability partnership, or any foreign counterpart of these entity types that is authorized to transact business in Tennessee may serve as a registered agent. The filing entity itself cannot act as its own registered agent.
Option B – Individual: An individual who resides in Tennessee and maintains an office at a physical street address in the state may serve as a registered agent.
Registered office address:
The registered office must be a physical street address in Tennessee where service of process can be personally delivered during normal business hours. A P.O. Box, route number, or box number alone does not satisfy this requirement. The street address of the registered office and the business office of the registered agent must be identical — a condition that the signer of the change form expressly affirms when executing the document.
Consent of the new registered agent:
The person or entity designated as the new registered agent must consent to the appointment before the filing is made. Tennessee does not require a separate consent form to be filed with the Secretary of State. Instead, by signing Form SS-4534, the authorized person certifies that the information in the document is “true, correct, and complete,” which encompasses the representation that the named agent has agreed to serve. The consent documentation should be retained in the entity’s own records.
Execution:
The statement of change must be signed by a person authorized to file on behalf of the entity — typically an officer, director, manager, general partner, or other governing person. The form requires the signer to print their name and indicate the capacity in which they sign. An original signature or verified electronic or digital signature is acceptable; a conformed or typed signature is not. Notarization is not required.
Note: A form submitted without a signature, without the signer’s printed name, or without the signer’s stated capacity will be rejected by the Secretary of State’s office.
How to File a Statement of Change of Registered Office/Agent
The official form for changing a registered agent in Tennessee is Form SS-4534 – Statement of Change of Registered Agent/Office by Entity or Agent. This single form is used by all entity types — for-profit corporations, nonprofit corporations, LLCs, limited partnerships, LLPs, and their foreign counterparts — and it covers both entity-initiated changes and agent-initiated address changes. The form cites Tenn. Code Ann. § 48-15-102, § 48-25-108, § 48-55-102, § 48-65-108, § 48-208-102, § 48-249-110, § 61-2-104, § 61-2-904, § 61-1-1002, and § 61-3-116 as its statutory authority.
The form completion process involves the following steps:
- Entity name and control number: Enter the legal name of the entity exactly as it appears in the records of the Tennessee Secretary of State. Enter the Secretary of State Control Number if known.
- Current registered agent: Enter the name and full street address (city, state, and ZIP code) of the entity’s current registered agent as shown in the Secretary of State’s records.
- New registered agent: Enter the name and full street address (city, state, and ZIP code) of the new registered agent. The address must be a physical street address in Tennessee.
- New registered agent’s business email address: Enter the business email address of the new registered agent.
- Street address affirmation: By signing the form, the filer affirms that after the change, the street addresses of the entity’s registered office and the business office of the entity’s registered agent will be identical.
- Signature block: The authorized person must sign the form, print their name, state their capacity (such as officer, director, manager, or general partner), and date the document.
The statement of change is effective upon filing and acceptance by the Secretary of State. Tennessee does not provide a delayed effective date or future-event effective date option on the change-of-agent form.
Filing Method: Online vs. Mail
Form SS-4534 may be filed using any of the three methods accepted by the Tennessee Secretary of State.
| Method | Details |
| Online (E-File) | File through the TNCaB portal using the online tool. Pay the filing fee by credit card, debit card, or e-check. A convenience fee applies to cover transaction costs. |
| Complete the form using the TNCaB online tool and print, or obtain a blank form by emailing TNSOS.CORPINFO@TNSOS.GOV or calling (615) 741-2286. Mail the completed form with the filing fee to: TN Secretary of State, ATTN: Corporate Filing, 312 Rosa L. Parks Ave., Nashville, TN 37243. | |
| Walk-In | Obtain and submit the completed form in person at the Secretary of State Customer Service Counter, 3rd Floor – Snodgrass Tower, 312 Rosa L. Parks Ave., Nashville, TN 37243. Cash is accepted for walk-in filings only. |
When paying by credit card, debit card, or e-check, a convenience fee is added to cover the transaction costs incurred by the Division of Business and Charitable Organizations. Filers who prefer to avoid the convenience fee may mail the form with a check, cashier’s check, or money order payable to the Tennessee Secretary of State.
Note: Checks, cashier’s checks, and money orders made payable to any entity other than the Tennessee Secretary of State will not be accepted and will result in the document being rejected.
Registered Agent Change Filing Fees by Entity Type
The filing fee for a statement of change of registered agent in Tennessee is $20 for all entity types, as set by the Business Forms & Fees schedule published by the Secretary of State.
| Entity Type | Form | Filing Fee |
| Domestic for-profit corporation | SS-4534 | $20 |
| Foreign for-profit corporation | SS-4534 | $20 |
| Domestic nonprofit corporation | SS-4534 | $20 |
| Foreign nonprofit corporation | SS-4534 | $20 |
| Domestic LLC | SS-4534 | $20 |
| Foreign LLC | SS-4534 | $20 |
| Domestic limited partnership | SS-4534 | $20 |
| Foreign limited partnership | SS-4534 | $20 |
| Domestic registered limited liability partnership | SS-4534 | $20 |
| Foreign registered limited liability partnership | SS-4534 | $20 |
Tennessee uses a single universal form and a single flat fee for all entity types, with no reduced rate for nonprofit corporations or cooperative associations. The filing fee for Form SS-4420 – Statement of Resignation of Registered Agent is also $20 — an unusual approach, as many states do not charge a filing fee for agent resignation filings.
Accepted payment methods include credit card, debit card, and e-check (for online and walk-in filings), and check, cashier’s check, or money order (for mail and walk-in filings). A convenience fee is added to credit card, debit card, and e-check payments.
Effective Date of a Registered Agent Change in Tennessee
A statement of change of registered agent filed with the Tennessee Secretary of State is effective upon filing and acceptance. Tennessee does not offer a delayed effective date or a future-event effective date option for Form SS-4534.
Immediate effect: The change takes effect on the date the Secretary of State files and accepts the statement. Once accepted, the entity’s registered agent and registered office records are updated, and the new agent’s authority to receive service of process begins immediately. The former agent’s authority terminates on the same date.
This treatment differs from some states that permit a filing entity to specify a later effective date or to condition effectiveness on a future event. In Tennessee, a filed statement of change produces its effects as soon as it is processed and accepted. The new registered agent should be prepared to accept service at the registered office address on the date of filing, and the entity should coordinate the transition to avoid any gap in coverage.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own business address — but the same individual or organization continues to serve as agent — the agent may file the address update directly with the Secretary of State rather than requiring each represented entity to file its own change form. Tenn. Code Ann. § 48-15-102(b) provides that if a registered agent changes the street address of the agent’s business office, the agent may change the street address of the registered office of any entity the agent represents by filing a statement of change that meets the statute’s requirements. Parallel provisions exist across all entity-type statutes.
The table below compares the entity-filed change and the agent-initiated address change, both of which use Form SS-4534.
| Feature | Entity-Filed Change (SS-4534) | Agent-Initiated Address Change (SS-4534) |
| Filed by | The entity’s authorized officer or governing person | The registered agent |
| Purpose | Appoint a new registered agent, update the registered office address, or both | Update the registered office address to reflect the agent’s new business address |
| Can appoint a new registered agent? | Yes | No — the same agent continues to serve |
| Covers multiple entities in a single filing? | No — one filing per entity | No — one filing per entity |
| Prior written notice to entity required? | Not applicable | Yes — the agent must give written notice to the entity |
| Signed by | Entity’s authorized person | The registered agent |
Under Tenn. Code Ann. § 48-15-102(b), a registered agent that changes the street address of its business office may update the registered office address of any entity the agent represents by first notifying the entity in writing of the change, then signing and delivering to the Secretary of State a statement of change that complies with subsection (a) and recites that the entity has been notified. The same $20 filing fee applies per entity.
Because Tennessee requires a separate Form SS-4534 filing for each entity — rather than a single blanket filing covering all represented entities — an agent that represents a large number of entities must submit and pay the fee for an individual filing for each one. This makes the agent-initiated address change mechanism straightforward in concept but potentially time-consuming and costly for commercial registered agent services that represent many entities.
What Happens After the Change Is Filed
Once the Tennessee Secretary of State files and accepts the statement of change, the following effects occur:
- The entity’s registered agent and registered office information in the Secretary of State’s records is updated immediately.
- The new agent’s name and registered office address become part of the entity’s public filing history, viewable through the state’s Business Information Search portal.
- The former registered agent’s authority to receive service of process on behalf of the entity terminates.
- The new registered agent becomes the entity’s agent for service of process, notice, or demand required or permitted by law to be served on the entity, as described in Tenn. Code Ann. § 48-15-104.
- For online filings paid at the time of submission, a copy of the filed document appears under “Completed Filings” in the filer’s TNCaB account.
The entity should confirm that the change has been processed by reviewing its filing history through the Secretary of State’s online records. Retaining a copy of the filed and accepted statement of change in the entity’s own records is recommended.
Changing a Registered Agent for a Foreign Entity Registered in Tennessee
A foreign entity authorized to transact business in Tennessee is subject to the same registered agent and registered office requirements as a domestic filing entity. Under Tenn. Code Ann. § 48-25-108, a foreign for-profit corporation changes its registered agent by filing the same Form SS-4534 used by domestic entities, and the same eligibility requirements, physical street address requirements, execution requirements, filing methods, and $20 filing fee apply. Corresponding provisions govern foreign nonprofit corporations (Tenn. Code Ann. § 48-65-108), foreign LLCs, foreign limited partnerships, and foreign limited liability partnerships under their respective statutory chapters.
A foreign entity that fails to maintain a registered agent or registered office in Tennessee for two months or more is subject to revocation of its certificate of authority. Under Tenn. Code Ann. § 48-25-301, the Secretary of State may commence a revocation proceeding if a foreign for-profit corporation is without a registered agent or registered office for two months or more, fails to deliver its annual report within two months of the due date, or submits a payment that is returned by a financial institution. Once a foreign entity’s certificate of authority is revoked, it “may not maintain a proceeding in any court in this state” until it is reinstated. Reinstatement requires filing an application with the Secretary of State and paying a $70 reinstatement fee, along with resolving the underlying compliance issue — including appointing a new registered agent.
Note: Revocation of a foreign entity’s certificate of authority does not terminate the authority of the entity’s registered agent. The agent remains designated until formally replaced or until the agent resigns.
Frequently Asked Questions About Changing a Registered Agent in Tennessee
How long does it take to change a registered agent in Tennessee?
The Tennessee Secretary of State does not publish a guaranteed processing time for statements of change. Online filings submitted through the TNCaB portal are generally processed more quickly than paper submissions, and payment is confirmed immediately when using a credit card, debit card, or e-check. Mail-in filings require additional time for postal delivery and manual processing. Tennessee does not offer a formal expedited processing option for Form SS-4534. Filers with questions about the current status of a submission may contact the Division of Business and Charitable Organizations at (615) 741-2286 or by email at TNSOS.CORPINFO@TNSOS.GOV.
Do I need to notify my current registered agent before changing?
Tennessee law does not impose an obligation on the entity to notify the outgoing registered agent before filing a statement of change. The change is effective upon filing and acceptance by the Secretary of State, and the former agent’s authority terminates at that point. Many entities choose to notify the outgoing agent as a professional courtesy, particularly to ensure a smooth transition of any pending correspondence or legal documents. If the outgoing agent wishes to end the relationship independently, the agent may file Form SS-4420 – Statement of Resignation of Registered Agent, which carries its own $20 filing fee.
Can I change my registered office address without changing the registered agent?
Yes. Form SS-4534 permits the filer to change the registered office address, the registered agent, or both in a single filing. To update only the address while keeping the same agent, the filer enters the same agent name in both the “Current Registered Agent” and “New Registered Agent” fields and enters the new address. The same $20 fee applies. If the registered agent itself has moved to a new address, the agent may file the address change directly under Tenn. Code Ann. § 48-15-102(b) rather than requiring the entity to initiate the filing.
What is the agent-initiated address change form and when is it used?
Tennessee does not have a separate dedicated form for agent-initiated address changes. The same Form SS-4534 is used whether the change is initiated by the entity or by the registered agent. The agent-initiated option is authorized by Tenn. Code Ann. § 48-15-102(b), which permits a registered agent who has changed the street address of its business office to update the registered office address of any entity the agent represents. The agent must notify each affected entity in writing before filing, and the statement delivered to the Secretary of State must recite that the entity has been notified of the change. This filing cannot be used to appoint a different registered agent — it only updates the address when the same agent continues to serve.
Is there a penalty for not filing a change of registered agent?
Tennessee requires every filing entity to continuously maintain a registered agent and registered office in the state. An entity that is without a registered agent or registered office for two months or more is subject to administrative dissolution under Tenn. Code Ann. § 48-24-201 (for domestic corporations) or Tenn. Code Ann. § 48-249-604 (for LLCs). Foreign entities face revocation of their certificate of authority under Tenn. Code Ann. § 48-25-301. These proceedings can result in the entity losing its ability to conduct business, maintain lawsuits in Tennessee courts, and defend against default judgments entered through substitute service of process on the Secretary of State.
Can I change my registered agent and the registered office address in the same filing?
Yes. Form SS-4534 accommodates a change of the registered agent, the registered office address, or both in a single filing. Only one $20 filing fee is required regardless of whether the filer is changing one element or both. The form requires that after the change, the street address of the registered office and the business office of the registered agent be identical.
What happens if my registered agent resigns?
A registered agent may resign by filing Form SS-4420 – Statement of Resignation of Registered Agent with the Secretary of State. The resignation is effective on the date it is filed by the Secretary of State. The resigning agent must mail written notice of the resignation to the affected entity by certified mail. Tennessee charges a $20 filing fee for the resignation form. Once the resignation is effective, the entity is left without a registered agent and must promptly file Form SS-4534 to appoint a replacement. An entity that remains without a registered agent for two months or more faces administrative dissolution under Tenn. Code Ann. § 48-24-201 (for corporations) or Tenn. Code Ann. § 48-249-604 (for LLCs).
Does the new registered agent need to sign the change form?
No. Form SS-4534 is signed by the entity’s authorized representative — an officer, director, manager, general partner, or other person authorized to file on behalf of the entity. The new registered agent does not sign the form. By signing, the authorized person certifies that the information in the document is “true, correct, and complete,” which serves as an affirmation that the named agent has consented to the appointment. The entity retains the consent documentation itself and is not filed with the Secretary of State.
Can I use a P.O. Box for the new registered office address?
No. Tennessee requires that the registered office be a physical street address in the state where service of process can be personally delivered during normal business hours. The Secretary of State’s FAQ guidance confirms that the registered office address “cannot be a post office box, route number, or box number alone.” A mailbox-only service, virtual office, or telephone answering service does not satisfy this requirement.
Is the filing fee the same whether I file online or by mail?
Yes. The base filing fee for Form SS-4534 is $20 regardless of the filing method. However, when paying online or in person by credit card, debit card, or e-check, a convenience fee is added to cover the transaction costs incurred by the Division of Business and Charitable Organizations. Filers who wish to avoid the convenience fee may submit the form by mail with a check, cashier’s check, or money order payable to the Tennessee Secretary of State. Cash is accepted only for walk-in filings at the Secretary of State’s office at 312 Rosa L. Parks Ave., Nashville, TN 37243.