Last Updated on February 4, 2022
Costs to form a Tennessee LLC
To form a Limited Liability Company in Tennessee, file the Tennessee LLC Articles of Organization with the Tennessee Secretary of State. The minimum state fee for forming an LLC in Tennessee is $300 for 1-6 members and $50 per member after the first six, with a maximum fee of $3,000.
Approval for the LLC is made instantly when filing online and typically take 5-7 business days when filing by mail. Expedited service is not available to speed up the mailed-in forms.
Steps to Form a Tennessee LLC
Step 1: Create an Account
The steps for filing online or by mail are largely the same. The screenshots show how to file online.
- Begin by visiting the Tennessee Secretary of State’s website and select “Start Now.” If you prefer to fill out and mail the application, download the Articles of Organization (Form SS-4270).
- Next, select in the “Business Entity Type” field, select “Limited Liability Company.”
- You will also have to check the box and agree to the statement, “I attest that Pursuant to T.C.A. § 10-7-503, I understand that the information I enter into the online system is public information and will appear online and on copy requests exactly as I key it into the system.” and click “Continue.”
Step 2: Name the LLC
Business Entity Name – Enter the name you want for the LLC. The LLC’s name has to be different from other entity names registered with the Secretary of State. You can run a Tennessee LLC name search with the Secretary of State before going through the filing process to be sure the one you want is available.
The name of the LLC must also include a designator at the end of the business name and describes what type of business entity it is. The available words and abbreviations include:
- Limited Liability Company
You won’t know if the name you want is available through this screen until clicking on “Continue” If the name you want is taken, a message pops up saying it isn’t available. If you are able to move to the next section, it is available.
If there is a name you want to use but aren’t ready to form the LLC, the Application for Reservation of Name (Form ss-4228) can be filed to hold the name for up to 4 months. The state filing fee for a name reservation is $20, paid to the Secretary of State.
Step 3: Formation Locale
Domestic Tennessee Business – A “Domestic LLC” is one that originates and is based in Tennessee. Most filers select domestic.
Foreign Business – If the LLC was originally formed in another state and is wanting to do business in Tennessee, select “Foreign Business.”
Step 4: Business Type
This is an optional section for the Series LLC designation. A Series LLC provides liability protection across multiple asset groups or businesses, each of which would be protected from liabilities from the other series. The Series LLC is not a common choice and is more commonly used with real estate investment companies.
Enter the name along with the designator you would like to use and click on “Check Name Availability” A new page will open, indicating whether the name is available or not. Even if the search comes back with the name is available, the Secretary of State’s office will also review it to ensure it isn’t being used by someone else or that it is too similar to another name.
Step 5: Period of Duration
In this section, you can indicate how long the LLC intends to remain in existence. Most LLCs will choose a Perpetual duration; however, some businesses (usually investment-related) will have a specific closure date.
Step 6: Fiscal Year Close
Select the last month of the fiscal year for the LLC. Most LLCs will choose December. Single-Member LLCs and LLCs taxed as a partnership will automatically choose December.
Step 7: Delayed Effective Date
If you want the LLC to start immediately, leave this field blank. If you want the LLC to start on a later date, enter a date less than 90 days in the future.
Step 8: Management Structure
This section asks if the LLC is Director-Managed, Member-Managed, or Manager-Managed.
- Director-Managed LLCs have a board of directors that have the power to make decisions for the business.
- Member-Managed LLCs have an active involvement in the management and have the authority to act on behalf of the LLC.
- Manager-Managed LLCs are hired by the members to run the LLC, similar to a CEO of a corporation. This is generally used when there are passive members in the LLC, and the members do not actively manage or operate in the affairs of the business.
Enter the number of managers and confirm the number.
Step 9: Obligated Member Entity
This is an optional section. An OME is exempt from Tennessee franchise and excise tax but is offered no liability protection, which is one of the major benefits of having an LLC. If you are considering this selection, be sure to consider the legal aspects.
Step 10: Other Provisions
This is an optional section and not used by most LLCs. Here you would include additional rules for the operation of the LLC.
Step 11: Registered Agent
To have an LLC in Tennessee, a Registered Agent must be identified. The Registered Agent can either be the LLC representing itself (select the checkbox for “This business entity will represent itself”), a resident of Tennessee (Select “Individual”), or a Registered Agent service (Select “Organization”) who is registered with the Secretary of State (you must have their SOS Control Number before filing). The agent must have a physical street address in the state (Post Office Boxes are not allowed), be available during normal business hours, and act as a central point of contact for service of process to receive legal documents, tax notices, summons, subpoenas, etc. on behalf of the LLC.
You can also select to use the address for the Registered Agent as the Principal Office. If you are using a Registered Agent service, first check that they allow receiving mail as many don’t or will charge extra.
Step 12: LLC Address
Principal Office Address -In this section, enter the street address, city, state, and zip code of the initial principal office. This address can be the LLC’s physical address, or it can be the address where the business records are stored. You may not use a PO Box for the designated office.
Mailing Address – If correspondence from the Secretary of State should go to a different address from the Principal Office, enter that information in this section. If the address is the same as the Principal Office, click on the “Use this address as the Mailing Address also” box to copy the Principal Office address.
Step 13: Confirmation
Review that all the information is correct. If there are no corrections, continue.
Step 14: Signature
Have an individual forming the LLC to sign and check the “I certify” check box. Click the “Continue” button to save the information and proceed.
Step 15: Pay and File
Pay and file the Articles of Organization.