How To Fill Out The Tennessee Articles of Organization
The Tennessee Articles of Organization is the official document filed with the Tennessee Secretary of State, Business Services Division to establish a Limited Liability Company (LLC). After the filing is approved by the state, the business can officially begin operating and register for the necessary business licenses and permits.
To file the Tennessee Articles of Organization, you will need to submit the completed SS-4270 LLC Articles of Organization form to the Tennessee Secretary of State. The form can be completed and sent by mail or filed online.
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Let’s go over how to fill out the LLC Articles of Organization in Tennessee. To get started, visit the Tennessee Secretary of State’s website and download the form.
Step 1: Pick a Name for the LLC
The first step in filling out the Tennessee Operating Agreement is to pick a business name.
There are a few requirements when choosing a Tennessee LLC name.
1. An LLC name should be different from other existing business names. If the name of your LLC is being used and the current name registrant provides written consent for you to use that name, you would still be able to use it. You can verify name availability by doing a Tennessee LLC name search with the Tennessee Secretary of State to be sure the LLC name is available.
2. The name of the LLC must include one of the following entity identifiers at the end of the business name:
– Limited Liability Company
Enter the LLC name including the identifier to continue. If you choose a name that is taken, the Secretary of State will return your application.
Step 2: Indicate Consent to Use Name
If the name you want to use is already used by another LLC, consent from the registration will need to be obtained. If you are wanting to register a name that is already in use and have written consent, check the box and attach the Application to use an Indistinguishable Name (Form SS-9411)
Step 3: Claim Additional Designations
Not a common section to fill out for many LLC’s, but this section would be used if the LLC has any additional designations such as:
– Captive Insurance Company
– Insurance Company
– Litigation Financier
– Non-profit Limited Liability Company
– Professional Limited Liability Company (PLLC)
– Series LLC
– Trust Company
If the name of the LLC contains the word “bank”, “banks”, “banking”, “credit union” or “trust”, written approval must first be obtained from the Tennessee Department of Financial Institutions.
If the LLC’s name contains the phrase “insurance company”, written approval must first be obtained from the Tennessee Department of Commerce & Insurance.
Step 4: Appoint a Registered Agent
One requirement to have an LLC in Tennessee is to appoint a Tennessee Registered Agent. The Registered Agent is a party that is physically located in the state of Tennessee that will receive important notices and service of process (which means to accept papers that start a lawsuit) on behalf of the LLC.
Provided the LLC member lives in the state of Tennessee and is generally available during business hours, they may act as the Registered Agent. Additionally, any adult resident of the state, attorney or accountant in the state, or a Registered Agent Service can also act as the LLC’s Agent.
Related: Should you be the Registered Agent?
Step 5: Choose the Fiscal Year Close Month
This section asks what month the LLC will use for its ending tax month. Most LLCs will use December.
If you aren’t sure, be sure to work with your accountant or entity formation service.
Step 6: Select the Effective Date
The Articles of Organization provide an option to choose an effective start day up to 90 days in the future.
Some will delay the effective date (starting date) of the LLC if they aren’t ready to start the business, but want the filing out of the way or if they are close to the end of a calendar year and won’t begin any activities until the following year.
By default, the effective date is the day the Secretary of State files the formation paperwork. Otherwise, enter a different start date.
Step 7: Choose a Management Structure
The next step provides information regarding whether the LLC is Manager-Managed, Member-Managed, or Director-Managed.
A Member-Managed LLC means the Members are involved with the day-to-day operations of the business. Many LLCs are operated and run by the owner, in which case would be Member-Managed.
A Manager-Managed LLC refers to a Limited Liability Company that hires a manager to run the business, similar to hiring a CEO of a corporation.
If the LLC will be Manager-Managed, check the box and enter the Manager’s name and address.
A Director-Managed LLC has a board of directors that makes the decisions for the business entity.
Step 8: Indicate the Number of Members at the Date of Filing
Enter the number of members of the LLC at the date of filing. If the number of members is not indicated, the number will default to 1.
Step 9: Enter the Period of Duration
The Period of Duration refers to the length of time the LLC is to exist.
Most LLCs will be perpetual as there isn’t a set end date in mind for the business. However, if there is a predetermined date the LLC will close, check the box and enter the date. This is more common for investment-related entities.
Step 10: Provide the Address of the Principal Executive Office
The address of the Principal Executive Office may be, but is not required to be, the actual place of the business. It can also be the main location where the business records are kept.
A physical address in the state of Tennessee must be used for the Principal Executive Office as P.O. Boxes are not acceptable.
Step 11: Provide the LLC’s Mailing Address
A separate mailing address from the Principal Executive Office can optionally be included for the LLC. This is the address the Secretary of State could use to send correspondence.
A PO Box can be used for the mailing address.
Step 12: Elect Non-Profit Designation
If non-profit status was selected in step 3, read the statement and check the box to certify.
Step 13: Elect Professional LLC Designation
If the Professional LLC designation was selected in step 3 because the activities of the business are subject to licensing by the state of Tennessee, list the licensed profession, read the statement, and check the box to certify.
Step 14: Elect Series LLC Designation
If the Series LLC designation was selected in step 3, read the statement and check the box to certify.
Step 15: Elect Obligated Member Entity Designation
If the entity chooses Obligated Member Entity status read the statement and check the box to certify.
An Obligated Member Entity provides its members unlimited liability protections.
If you aren’t sure how to answer this question, be sure to work with an attorney or entity formation company
Step 16: Prohibited Business Activities
If this LLC is prohibited from engaging in business in Tennessee, the checkbox will need to be checked.
Step 17: Include Any Additional Provisions
This is an optional section should additional information regarding the operation or regulation of the LLC needs to be included.
Step 18: File the Articles of Organization
An authorized LLC Member will review the Articles of Organization to ensure they are correct and sign the document.
The completed Articles of Organization and state filing fee will be sent to:
Secretary of State
Business Services Division
State of Tennessee
312 Rosa L. Parks Ave, 6th Floor
Nashville, TN 37243-1102
The Articles of Organization can also be hand-delivered to:
Secretary of State Business Services Division
Located at 6th Floor – Snodgrass Tower
312 Rosa L. Parks Ave
Nashville, TN 37243
You’ve filed your Tennessee LLC Articles of Organization! Now what?
After the LLC is officially filed with the Tennessee Secretary of State, there are a few additional things to follow up on. Below is a list of some of the tasks to consider.
Prepare a Tennessee LLC Operating Agreement
The operating agreement is an internal document that covers items like ownership rights, profit and loss distribution, member responsibilities, and more.
ennessee Statute § 48-206-101 states that an LLC Operating Agreement is optional. Despite the Operating Agreement not being required, it is recommended to have one as it can help to prevent disputes among members and protect the LLC’s legal status.
Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number or FEIN) is a unique 9-digit tax identification number that is assigned by the Internal Revenue Service (IRS).
The EIN will be needed before filing business tax returns, opening a bank account, hiring employees, registering for business licenses and permits, and more.
Related: How to Apply for an EIN