Formation Requirements for Tennessee LLCs

In order to form a LLC in Tennessee, you must properly execute and file certain documents with the appropriate federal, state and local authorities.

These documents generally include:

  • Articles of Organization
    • A document that sets forth the initial statements as required by Tennessee law to form a LLC
    • Signed by the organizer (individual or entity responsible for forming the LLC)
    • The items generally required to be included in the Articles of Organization are:
      • Business name
      • Registered office information
      • Principal executive office information
      • Type of management structure
    • Must be filed with the Tennessee Secretary of State and with the register of deeds for the county in which the LLC’s principal office is located.
  • Initial Action by Written Consent
    • A document signed by each of the LLC’s members that approves the formation of the LLC and gives authority to the LLC’s officers
  • Operating Agreement
    • An agreement among the LLC’s members regarding its business, financial and managerial rights and duties
    • The operating agreement will govern disputes among members, the admittance of new members, and the sale or transfer of membership interests
  • Federal Employer Identification Number (EIN)
    • A federal tax identification number used to identify a business entity
  • Tennessee Department of Revenue Tax Identification Number
    • Tennessee imposes state business taxes, such as franchise and excise taxes, sales and use taxes and other privilege taxes
  • Local Tax Registration
    • Many counties and cities impose local income, sales and privilege taxes so it is important to contact the local governments in which the LLC will operate to determine their tax requirements
  • Professional Limited Liability Company (PLLC)
    • There are special requirements for the formation of businesses which require licensed professionals (i.e. doctors, dentists, CPAs, etc.)
  • $300 filing fee payable to the Secretary of State, payable annually

The formation requirements for Tennessee LLCs vary depending on the unique characteristics of your business. A Tennessee attorney experienced in business formation and business tax counseling can advise you on how to effectively organize and establish your entity.

Rob Hazard is an attorney and CPA with GSRM. GSRM’s attorneys consistently provide a powerful combination of legal savvy and business know how to individuals, entrepreneurs, mid-market companies, business entities and family and closely-held enterprises. If you have questions, we encourage you to reach out directly to us – after you have fully read and understand our disclaimer

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