What Government Entities Do Businesses In Tennessee Register With

Here are the steps you need to take to showtime a limited liability company (LLC) in Tennessee.

A limited liability company (LLC for short) is a way to legally structure a business organization. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Whatsoever business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

Here are the steps you demand to take to form an LLC in Tennessee. For more than information on how to grade an LLC in any state, see Nolo'south article How to Course an LLC.

one. Choose a Proper name for Your LLC

Under Tennessee law, an LLC proper name must comprise the words "Limited Liability Company" or the abbreviations "L.Fifty.C." or "LLC."

Your LLC's name must be distinguishable from the names of other business concern entities already on file with the Tennessee Secretary of Country. Names may be checked for availability at the Tennessee Secretary of State business name database.

You lot may reserve a name for four months by filing an Application for Reservation of Express Liability Visitor Name (Grade ss-4228) with the Tennessee Secretary of State. The filing fee for a reservation is $20. The reservation may exist filed online or by postal postal service.

2. Appoint a Registered Agent

Every Tennessee LLC must have an agent for service of process in the state. This is an individual or business organization entity that agrees to have legal papers on the LLC'due south behalf if it is sued. The registered agent may be a Tennessee resident or a business entity authorized to practice business in Tennessee. The registered agent must have a physical street address in Tennessee.

3. File Articles of System

A Tennessee LLC is created by filing Articles of Organization (Form ss-4270) with the Secretarial assistant of Country. The articles must include:

the LLC's name
a name consent if the LLC's name is similar to an existing name in Tennessee
an additional designation for the LLC's proper noun--applicable to sure types of LLCs, such equally professional LLCs, series LLC, banks, and others
the name and accost of the LLC'due south registered agent
the end month of the LLC's fiscal year--usually December
the effective appointment of the articles, if not effective upon filing
whether the LLC volition be fellow member-managed or manager-managed
the number of LLC members on the date of filing
the LLC's duration, if not perpetual
the accost of the LLC's principal office
bank check boxes if LLC is a non-profit LLC, professional LLC, or series LLC
check box if LLC is an obligated member entity--members will be personally liable for LLC'due south debts (rare)
check box if LLC is prohibited from doing business in Tennessee, and
the signature of a fellow member, organizer, or other authorized person.

The articles may exist filed online or by postal mail. The filing fee is $50 per LLC member. The minimum fee is $300; the maximum fee is $3,000. An additional convenience fee must be paid for online filings paid past credit card.

Steps to form an LLC

four. Fix an Operating Understanding

An LLC operating understanding is not required in Tennessee, but is highly advisable. This is an internal certificate that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It tin can likewise help preserve your limited liability by showing that your LLC is truly a carve up concern entity. In the absence of an operating agreement, country LLC constabulary volition govern how your LLC operates.

five. Comply With Revenue enhancement and Regulatory Requirements

Additional revenue enhancement and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than than one fellow member, it must obtain its own IRS Employer Identification Number (EIN), fifty-fifty if it has no employees. If you form a i-member LLC, you must obtain an EIN for it only if it will have employees or you elect to take it taxed as a corporation instead of a sole proprietorship (disregarded entity). Y'all may obtain an EIN past completing an online EIN application on the IRS website. In that location is no filing fee.

Business Licenses: Nearly Tennessee businesses are required to take concern licenses, which are issued by the local county clerk. A city business license may be required as well. Check with the county and city clerks for the location of the LLC'southward primary place of business organization. For land license information, bank check the Tennessee Smart Start guide. For more information, see Nolo's article How to Get a Pocket-sized Business License in Tennessee.

Department of Revenue: In some cases, for example if you will be selling appurtenances and collecting sales tax, you'll need to register with the Tennessee Department of Revenue. (Tennessee also imposes a franchise taxation and an excise tax on most LLCs.) Yous can register online or complete a newspaper form (Application for Registration). For more information on Tennessee LLC tax registration, see Nolo's commodity Tennessee LLC Almanac Filing Requirements.

6. File Annual Reports

All Tennessee LLCs and foreign LLCs authorized to practice business organisation in the state must file an almanac written report with the Tennessee Secretary of State and pay a $l filing fee per member (minimum of $300 and maximum of $iii,000). Annual reports are due on or before the start mean solar day of the 4th month post-obit the LLC's fiscal year endmost. For example, if your LLC'southward fiscal twelvemonth closes on June 30, your annual report is due past October i. If your financial year is the calendar year, the study is due by April 1. Almanac reports may exist filed online or by postal mail.