How To Fill Out The Tennessee Articles of Organization
Do you want to form a Limited Liability Company (LLC) in the state of Tennessee and have questions on how? Establishing an LLC is a great way to protect yourself by separating the business from your personal assets.
I’ll guide you step-by-step through what you need to know about filing Articles of Organization in Tennessee and provide tips on how to make the process go smoother.
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Steps To Fill Out The Tennessee LLC Articles Of Organization
The Tennessee Articles of Organization is the official document filed with the Tennessee Secretary of State, Business Services Division to establish an 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.
Since it’s faster to file online, I’ll go over how to fill out the Articles of Organization on the Tennessee Secretary of State’s website.
When visiting the Secretary of State’s website, you will first select the “Start Now!” button and then select the type of business entity that you want to form. In this example, I’ll go over the Limited Liability Company.
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.
There are a few other questions to answer in this section.
In Formation Locale, you can choose from a Domestic Tennessee Business or Foreign Business. If you are starting your first LLC, you would choose Domestic. The Foreign LLC selection is for someone that has an LLC in another state, but wants to begin physically operating in Tennessee.
Then you have choices under “Additional Designation.” This is 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)
– Trust Company
The most common selection may be the Professional LLC, which is a business that requires occupational licensing in Tennessee, such as an accountant, architect, veterinarian, etc.
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.
Last is the checkbox to form as a Series LLC. A Series LLC provides liability protection across multiple asset groups or businesses, each of which would be protected from liabilities from the other series. The Series LLC is not a common choice and is more commonly used with real estate investment companies where they register for one LLC, but put each property in its own “series.” If a tenant sues the LLC, only the affected property is at risk, rather than all of the properties.
Step 2: Provide LLC Details
In the next step, we will fill out information related to the LLC.
Period of Duration
To start with, we have business entity properties. The first one asks for 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.
Fiscal Year Close
Next, is the fiscal year close. 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.
Then, there is 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.
The next field 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.
Obligated Member Entity
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
The last section in step 2 is to address other provisions. This is an optional section should additional information regarding the operation or regulation of the LLC needs to be included.
Also, if this LLC is prohibited from engaging in business in Tennessee, the checkbox will need to be checked.
Step 3: 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 4: Provide the Principal Office Address and Mailing Address
The address of the Principal 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 Office as P.O. Boxes are not acceptable.
An email address is also required. Be sure to use an email that you check frequently, as the state will send reminders such as the annual renewal to this 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 and can be an out-of-state address.
Step 5: Review the Articles of Organization
Review the information that was submitted in the Articles of Organization to be sure everything is correct. If so, click Continue.
Step 6: File the Articles of Organization
Last, an authorized LLC Member will sign the Articles of Organization to ensure they are correct and sign the document and then submit payment.
This material is property of StartingYourBusiness.com
Tennessee LLC FAQs
How much does it cost to form an LLC in Tennessee?
The state filing fee to start an LLC in Tennessee is a minimum of
$300 minimum for 1-6 members. Each additional member will increase the filing fee.
Do you have to pay for LLC every year in Tennessee?
Yes. Each year, Tennessee LLCs file an annual report and pay the $300 minimum annual filing fee to the Tennessee Secretary of State.
How long does it take Tennessee to form an LLC?
LLCs formed online are processed immediately, while mailed-in forms take 5-7 business days.
Should I use an LLC formation service or form an LLC myself?
Two of my top formation companies have a special offer where you can get your LLC formed without paying any additional fees (state fees still apply). Check out Zenbusiness and IncFile to learn more.
Who can be a registered agent in Tennessee?
Anyone can act as a registered agent, provided they are at least 18 years old, reside in the state of Tennessee, and are generally available to receive documents during normal business hours.
Does a single member LLC need an operating agreement in Tennessee?
Tennessee Statute § 48-206-101 states that an LLC Operating Agreement is optional, whether owned by one person or multiple.
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.
Do you need a business license for an LLC in Tennessee?
The requirements for business licenses and registrations in Tennessee aren’t directly tied to the type of entity, but vary depending on what the business does and where it’s located.
Here is a list of common business licenses in Tennessee.
Do Tennessee LLCs need an EIN?
Only Tennessee LLCs that either have more than one member, will hire employees, or elect to be taxed as a partnership or corporation are required to get an Employer Identification Number (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).
If the LLC isn’t required to get an EIN (though you can still get one), the LLC will use the social security number of the business owner.
Related: How to Apply for an EIN