Business - Name Change vs. Transfer of Ownership

BUSINESS - NAME CHANGE VS. TRANSFER OF OWNERSHIP

A name change occurs when the name on the registration or title changes but the owner is the same legal entity before and after the name change. This can happen when a company converts from one type of entity to another by filing conversion documents with the Tennessee Secretary of State. For example, a corporation can convert to become a limited liability company (LLC); an LLC can convert to become a corporation; a limited partnership can convert to become an LLC; and so on. Under Tennessee law, the company is the same legal entity before and after the conversion.

A transfer of ownership occurs when the name on the registration or title changes and the first owner is a different legal entity from the second owner. This can happen when a company sells the vehicle to another company; an entity distributes a vehicle to a shareholder, member, or partner; one company merges into another company; and so on.

 

Name Change

The following table gives examples of common scenarios where a company converts from one entity type to another but remains the same legal entity. These scenarios should be treated as a name change on the title and registration. Please note that these are general scenarios and your customer may have different facts or present different documentation; you can call the county clerk support line for assistance with those customers.

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Transfer of Ownership

The clerk should treat other transactions as a change of ownership. The type of documentation required will depend on the transaction; common examples of acceptable documentation are a bill of sale, an affidavit, or a legal document authorizing the transfer of the vehicle. Here are some common examples of a change in ownership:

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 Link to Sales Tax Guide

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