SS-4233 (10/12) Business Services Division Tre Hargett, Secretary of State State of Tennessee INSTRUCTIONS APPLICATION FOR CERTIFICATE OF AUTHORITY LIMITED LIABILITY COMPANY Applications for certificates of authority may be filed using one of the following methods: · Print and Mail: Go to http://tnbear.tn.gov/NewBiz. Use the online tool to complete the application. Print and mail the application along with the required filing fee to the Secretary of State's office at 6th FL ­ Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Paper submission: A blank application may be obtained by going to http://www.tn.gov/sos/forms/ss-4233.pdf, by emailing the Secretary of State at Business.Services@tn.gov, or by calling (615) 741-2286. The application is hand printed in ink or computer generated and mailed along with the required filing fee to the Secretary of State's office at 6th FL ­ Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243. Walk-in: A blank application may be obtained in person at the Secretary of State Business Services Division located at 6th FL ­ Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243. · · Applications for certificate of authority must be accurately completed in their entirety. Forms that are inaccurate, incomplete or illegible will be rejected. A Limited Liability Company application for certificate of authority sets forth the items required under T.C.A. §48-249-904. A Limited Liability Company application for certificate of authority 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 the Limited Liability Company records in the state or country under whose law it is organized. The certificate shall not bear a date of more than two (2) months prior to the date the application is filed in this state. APPLICATION FOR CERTIFICATE OF AUTHORITY 1. The name of the Limited Liability Company is - Enter the name of the Limited Liability Company. If different, the name under which the certificate of authority is to be obtained is ­ If the LLC will do business in Tennessee under an assumed name, enter that name here. The Secretary of State of the State of Tennessee may not issue a certificate of authority to a foreign Limited Liability Company if its name does not comply with the requirements of T.C.A. § 48-249-106 of the Tennessee Revised Limited Liability Company Act. If obtaining a certificate of authority under an assumed Limited Liability Company name, an application must be filed pursuant to T.C.A. § 48-249-106(d). If the foreign LLC must alter its name in order to do business in Tennessee pursuant to T.C.A. §48-249-106(a)(1) ­ i.e. by including the words "limited liability company" or the abbreviation "L.L.C." or LLC", - the LLC may do so without filing an application for assumed name. Use this space to indicate the name ­ including the necessary Tennessee designation - under which the LLC will do business in Tennessee. Page 1 of 4 American LegalNet, Inc. www.FormsWorkFlow.com 2. The state or country under whose law it is formed is ­ Enter the name of the state or country under whose law the limited liability company is formed. and the date of its formation is ­ Enter the date of formation of the LLC. If the accompanying certificate of existence or like document from the state of formation includes a date of formation, the date indicated here must be the exact same date as that indicated on the certificate of existence. and the date it commenced doing business in Tennessee is ­ enter the date the LLC commenced doing business in Tennessee if the LLC commenced doing business on or before the date of approval of the application for certificate of authority. Pursuant to T.C.A. §48-249-913(d), additional filing fees may apply if the LLC commenced doing business in Tennessee prior to the approval of the application. If a prior date is indicated, a call to the Business Services Division customer service line at (615) 741-2286 is encouraged for guidance on the appropriate filing fee amount. If a prior date is indicated and that date is greater than one year prior to the approval of the application to the Division of Business Services, a Certificate of Tax Clearance confirming Good Standing from the Tennessee Department of Revenue must accompany the application. To obtain a Certificate of Tax Clearance, contact the Tennessee Department of Revenue at (615) 741-8999. 3. This company has the additional designation of - If applicable to the specific nature of the LLC, enter any additional designation, including: · · · · · · · Captive Insurance Company Insurance Company Mortgage Lender/Loan Broker Non-profit Limited Liability Company Professional Limited Liability Company Series LLC Trust 4. The name and complete address of its registered agent and office located in the state of Tennessee is Enter the name of the LLC's registered agent, the street address and zip code of the LLC's initial registered office located in Tennessee and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box is not acceptable for the registered agent/office address. 5. Fiscal Year Close Month - Enter the month of the year that concludes the LLC's fiscal year. Please note that T.C.A. §48-249-1017 requires LLCs to file an annual report with the Secretary of State on or before the first day of the fourth month following the end of the close of the LLC's fiscal year. 6. If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is ­ If the existence of the LLC is to begin upon a future date or the happening of a specific event, enter the future date or description of the happening of the specific event. In no event can the future date or the actual occurrence of the specific event be more than ninety calendar days from the filing of the application for certificate of authority. 7. The LLC will be - Indicate whether the LLC will be Member Managed, Manager Managed, Director Managed, Board Managed or "Other" management structure by checking the appropriate box. 8.