LLCs in Tennessee are affordable and easy to form. And as with other states, the State of Tennessee has some specific LLC requirements that are unique to the state.
Interested parties must register with the Secretary of State by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements.
The specifications required of LLCs in Tennessee are:
Registration. Registrants must file Articles of Organization with the Secretary of State. This may be done online, by mail or in person. The articles must include pertinent information such as:
- LLC name and principal executive office address
- Registered agent’s name and address
- Any additional designation (such as a professional LLC)
- Close month of fiscal year
- Effective date, if not date filed
- Type of management (member-managed, manager-managed or director-managed)
- Number of members at the time of filing
- Period of duration, if not ongoing
All submitted documents must be accompanied by the payment for the filing fee.
Forms and fees. LLC registrants are required to file Articles of Organization accompanied by the necessary filing fee. The filing fee is determined by the number of members upon filing of the Articles of Organization. The minimum filing fee for an LLC is $300 and the maximum is $3,000. Each member is $50.
Timeline. Processing time for documents with the Secretary of State is between three to five working days. There is no expedited service.
Naming requirements. LLC naming requirements can be confusing. However, the easiest way to ensure that your LLC name will be approved is to make it distinguishable from other LLCs and to include specific words required of LLCs. You may opt to have a preferred name checked for availability before filing your LLC formation documents with the Secretary of State.
Formation requirements. To form an LLC, a registrant must first file Articles of Organization with the Secretary of State.
An LLC with more than one member is also strongly advised to have a limited liability operating agreement among its members.
Should your LLC offer professional services, you may have to obtain certain licenses and permits from the state’s professional licensing boards.
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Starting an LLC in Tennessee
Before you begin the registration process for an LLC in Tennessee, it’s important to know what an LLC is and whether or not it is a viable business structure for your company, so be certain to read up on the definition and benefits of an LLC .
These steps will guide you through the LLC registration process with the Tennessee Secretary of State Division of Business Services:
1. Decide on a name for your business. You can choose any name for your LLC as long as it ends with “Limited Liability Company” or any variation of its abbreviation—e.g., LLC or L.L.C.
A name may be reserved for up to four months. You must file a name reservation application with the Secretary of State. All requests must be accompanied by the $20 filing fee. Be sure to include the name to be reserved and the name, title, address and dated signature of the applicant.
Prior to filing a name reservation application, you may check the availability of the preferred name on the Secretary of State website.
2. Assign an agent for service of process. This is also referred to as the resident agent.
3. Get an Employer Identification Number (EIN) from the IRS. If there are two or more members in your LLC, your company will need to obtain an EIN from the IRS, for tax purposes.
4. Create an operating agreement. Although a Tennessee LLC is not required to have a limited liability company operating agreement, it is wise to have one in place with other members should your LLC have more than one member. The State of Tennessee recognizes limited liability company operating agreements as governing documents.
5. Familiarize yourself with the LLC’s continuing legal obligations, specifically annual reports. Reports are filed with the Secretary of State on or before the first day of the fourth month following the close of the LLC’s fiscal year. The filing fee is dependent on the number of members the LLC has at the time of filing. There is a minimum fee of $300 and a maximum fee of $3,000. Each member is $50. Filing may be done online or by mail. Failure to file a report may result in administrative dissolution or revocation of the LLC’s Articles of Organization.
LLCs in Tennessee are also required to pay franchise and excise taxes annually. These taxes are paid every year to the Department of Revenue. They are due on or before the 15th day of the fourth month following closing of the LLC’s books.
Make sure that your LLC, should it offer professional services, meets Tennessee state legal requirements.
Additional continuing legal obligations may vary with each state. These could be, but are not limited to, state taxes, annual or biennial reports and so on.
Filing an LLC and Taxes
Following are the forms and fees that are required when starting an LLC in Tennessee:
1. Forms. Complete and submit Articles of Organization to the Secretary of State. All documents submitted must be accompanied with the payment for the necessary filing fee.
2. Limited liability company operating agreement. Although the LLC operating agreement will not be submitted to the Secretary of State, it is a good idea to have one in place for LLCs with more than one member. This document should be kept on file by the registered agent.
3. Taxes. LLCs in Tennessee are treated as corporations, limited liability partnerships or single-member LLCs and are subject to federal income tax classifications. Depending on the type of taxation you opt to have for your LLC, you will have different federal tax responsibilities.
Tennessee LLCs must also pay annual franchise and excise taxes to the Department of Revenue. These taxes are due on or before the 15th day of the fourth month following closing of the LLC’s books.
You should always make sure to acquaint yourself with the state laws regarding taxation. Your LLC may be subject to other taxes depending on the kind of services it offers.
LegalZoom provides LLC formation and filing services, including providing a registered agent in Tennessee.