How to Form an LLC in Tennessee
Tennessee Secretary of State – Business Services Division
312 Rosa L. Parks Avenue
Snodgrass Tower – 6th Floor
Nashville, TN 37243-1102
Statutory Authority: Tennessee Limited Liability Company Act — Tenn. Code Ann. § 48-201-101 (2013)
Tennessee LLC General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Articles of Organization.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Tennessee Secretary of State.
Tennessee Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in Tennessee:
1. Company name
2. Registered agent name, street address, and county
3. Fiscal year close month
4. Effective date if other than date of filing
5. Management structure
7. Principal office street address
8. Principal office mailing address
9. Date, organizer signature, capacity if other than individual, and printed name
Tennessee LLC Fee Schedule
Application for Reservation of Limited Liability Company Name: $20.00
Articles of Organization: $300.00 minimum ($50.00 per member, $3,000.00 maximum)
Application for Certificate of Authority: $300.00 minimum ($50.00 per member, $3,000.00 maximum)
Certified Copy: $20.00
Annual Report: $300.00 minimum ($50.00 per member, $3,000.00 maximum)
Articles of Termination: $20.00
Your company name must end with a limited liability company designator. In Tennessee the specific designators are: “Limited Liability Company” “Limited Company” “L.L.C.” “LLC”.
Conduct an entity name search on the Tennessee Secretary of State’s website to confirm availability of your company name.
If the name you want is availability you can reserve it for four months by filing an “Application for Reservation of Corporate Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Tennessee requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Tennessee resident or active Tennessee business entity that has a Tennessee street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Tennessee resident and have a Tennessee street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Tennessee limited liability company. Nevertheless, Tennessee permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
6. File an Annual Report.
7. Pay annual franchise tax.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority.”
2. Attach a certificate of existence or a document of similar import, not more than two months old, duly authenticated by the official having custody of the corporation records in the state under whose law it is organized.
3. Submit the completed documents, along with the filing fee, to the Tennessee Secretary of State.
Dissolving a Tennessee LLC
1. If your company has not accepted contributions, complete the “Articles of Termination by the Organizers.”
2. If your company has accepted contributions, you must file a “Notice of Dissolution.” Once tis notice is filed, you must cease to do business, except to the extent necessary to wind up business. Once all the business has been wound up, you must file the Articles of Termination.
3. Submit the appropriate documents, along with the filing fees, to the Tennessee Secretary of State.