Forming a Tennessee limited liability company
Forming your very own Tennessee LLC isn’t difficult, if you have the right tools. If you just need a little assistance getting the necessary forms filed with the state, check out the instructions below. If you could use a little more background information, like an article weighing the benefits and drawbacks of choosing to operate as a limited liability company, instructions on how to get an EIN, examples of completed forms, and operating agreement templates to protect your business, you might be interested in our LLC kit, available for $34.95.
1. Check if the LLC name you want is available
Your first step in setting up an LLC is to check if the name you want to use is even available. To do this, you can use the Tennessee Secretary of State’s Business Name Search form at:
http://tnbear.tn.gov/ECommerce/FilingSearch.aspx
By entering the name you want to use in the search form, you’ll be able to see if there’s another business already using the name that you want. You can’t use a name, by the way, that’s the same or deceptively similar to another existing LLC’s name.
2. Download the Articles of Organization form from the Tennessee Secretary of State’s web site, then print this form
The URL, or web page address, for this form is as shown below.
http://www.state.tn.us/sos/forms/ss-4270.pdf
3. Identify the name you want to use for your new LLC
After you download and print the LLC application form, you’re ready to fill the form out.
Enter your business or investment name into top box labeled, “Name of Limited-Liability Company.” The name must include one of the phrases or acronyms, “Limited Liability Company,” “Limited Liability Co.,” “LLC,” or “L.L.C.” For example, all of the following names should be acceptable:
- Smokey Mountain Explosives Limited Liability Company
- Smokey Mountain Explosives Limited Liability Co.
- Smokey Mountain Explosives LLC
- Smokey Mountain Explosives L.L.C.
If you are filing a Professional LLC (PLLC), the name must include the word, “professional,” or the abbreviation, “P.L.L.C,” or “PLLC.”
4. Identify the registered agent
Tennessee wants to know the name and contact information for a real person within the state of Tennessee whom can act as the contact person should the state have questions or concerns about an LLC’s operation. You can pay someone else to be this registered agent, but it’s really easiest and cheapest to just be your own registered agent.
Accordingly, enter your name and address information into boxes labeled “Name and Complete Address of the LLC’s Registered Agent.”
5. Indicate how your LLC will be managed
LLCs can be managed either by all of their members, or owners, or they can be managed by only one or some of their members, who are in this case called managers or manager-members. To indicate how your LLC will be managed, mark the appropriate checkbox in box labeled “The LLC will be: Member Managed, Manager Managed, or Director Managed.”
Note: If you have multiple members or managers, ideally you’ll want to have an attorney draft an operating agreement. This operating agreement should describe who the manager is or who the managers are if you’re setting up a manager-managed LLC. If you’re a single member LLC, you should probably also have an operating agreement because having an operating agreement and honoring its terms improves your liability protection. This kit provides excellent example operating agreements for you to consider when drafting your own.
6. List the number of members
If more than six members are forming the LLC, list the exact number on the line provided.
7. Specify the effective formation date
Use the Effective Date of the LLC box to specify whether the LLC should be formed on some future date or when the Secretary of State files the LLC application.
8. Provide your name, street address, and signature to the Secretary of State’s office
In the second to last set of boxes you can enter the name, address, and signature of the LLC organizer.
9. State the period of duration
The period of duration is the life span of your LLC. Some LLCs are created for a specific purpose and are intended to exist for a specific period of time. You can list a specific number of years, or simply leave blank to make the life span “perpetual.”
10. Accept appointment of resident agent
Sign and date the form to accept the appointment as resident agent for the limited-liability company listed.
11. Provide proof of certification (PLLCs only)
If organizing a professional limited liability company, or PLLC, provide proof of your current certification from the appropriate licensing board.
The downloadable kit shows an example, completed Tennessee LLC application.
12. Mail in the application
After you complete the Articles of Organization, mail the completed form and a check for the fee to:
Department of State
Corporate Filings
312 Eighth Avenue North
6th Floor, William R. Snodgrass Tower
Nashville, TN 32743
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Department of State’s office. The exact fee varies according to how many members are forming the LLC. The fee is $50 per member with a minimum of $300 and a maximum of $3,000.
