Forming an LLC in Tennessee

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If you're thinking of forming an LLC, you'll want to make sure that you complete all of the steps necessary for creating your company. This article discusses forming an LLC in Tennessee, including links to necessary forms and relevant statutes.

Forms for Tennessee LLC Formation

Just like forming a corporation, forming an LLC in Tennessee consists of filing of specific forms with the state. For a helpful do-it-yourself approach, consider using FindLaw's Tennessee LLC Formation Package to complete and file the forms needed for your LLC.

LLC Attributes

In Tennessee, you can form an LLC ("limited liability company") without many of the formalities of a corporation. An LLC is an abbreviation for "limited liability company" which refers to the advantage that owners have against the company's court judgments and debts. An LLC also offers tax advantages in the same way that a partnership does.

Professional LLCs

Tennessee also recognizes PLLCs (professional limited liability companies). The difference between these structures and LLCs is that PLLCs typically must only include owners/members who are authorized to provide specific professional services, such as public accounting or the practice of law. A PLLC may have persons who aren't licensed in the particular profession if the applicable licensing board specifically authorizes this setup.

Overview of Forming an LLC in Tennessee

Although there are similarities concerning the various requirements to form an LLC, each state handles the procedure slightly differently. The chart below provides a helpful summary on the steps to take when forming an LLC in Tennessee, with links to relevant statutes and state agencies.

Statutes

Tennessee Code Title 48. Corporations and Associations:

Name the LLC

Tennessee LLC names must:

  • Contain the term "Limited Liability Company"; or
  • Approved abbreviations "L.L.C." or "LLC"; and
  • Be different from the names of existing businesses that are already registered with the Tennessee Secretary of State.

Check Your Name

Check the Tennessee Secretary of State Name Database for name conflicts.

Reserve Your Name

File an application with the Secretary of State to reserve your LLC name for four months. Along with paying a filing fee, you must file the application by regular mail.

Select a Registered Agent

All Tennessee LLCs must have an agent who will accept legal documents if the LLC is sued.

The registered agent:

  • Must have a physical street address in Tennessee; and
  • Can be a Tennessee resident; or
  • Can be a business entity authorized to do business in Tennessee.


File Articles of Organization

You must file Articles of Organization with the Secretary of State. The filing (which includes fees) must include the following information:

  • The LLC's name and address;
  • The registered office's name and address;
  • Whether the LLC is manager-operated or member-operated; and
  • The LLC's duration (if applicable).

You may file online or via regular mail.

Create an Operating Agreement

Tennessee requires operating agreements for board-managed LLCs, but not for member-managed LLCs. However, it's recommended that you create an operating agreement.

Comply with Tax and Regulatory Requirements and Determine Necessary Business Licenses/Permits

If your company sells goods and collects sales tax, you'll likely have to register with the Tennessee Department of Taxation.

If your LLC has more than one member, then you must apply for an Employer Identification Number (EIN).

You may also have to obtain local and state business licenses, depending on the type of business and the location.

Foreign LLCs

All LLCs organized outside of the state must register with the Tennessee Secretary of State to do business in Tennessee. All foreign LLCs must appoint a registered agent for process of service who is either a Tennessee resident or a business entity authorized to do business in Tennessee.

Note: State laws are always subject to change through the passage of new legislation, rulings in the higher courts (including federal decisions), ballot initiatives, and other means. While we strive to provide the most current information available, please consult an attorney or conduct your own legal research to verify the state law(s) you are researching.

Forming an LLC in Tennessee: Related Resources

Questions about Forming an LLC in Tennessee? See an Attorney

Forming a Tennessee LLC is usually simple after acquiring the forms. However, if your situation demands more than just filing, then you should seek help from an experienced Tennessee business organizations attorney.

Next Steps: Search for a Local Attorney

Contact a qualified attorney.