Form a Limited Liability Company in Tennessee

How to Form a Tennessee LLC in 10 Steps

A Limited Liability Company (LLC) is a common business structure that allows one or more persons to own a portion of a company. Profits earned by the LLC are passed through to its members, and the LLC does not file a separate tax return the way a corporation does. An LLC also reduces the owner(s) exposure to liability from company activities.

Forming a Limited Liability Company is a straightforward process, but there are several steps you'll want to follow.

1. Choose Your Company Name.

Choosing your business name will be an important step on your journey toward becoming an LLC. You need to choose a name that no other LLC or business is able to legally use. At the very minimum, no other business should be able to use it in the State of Tennessee. For a fee, allow SunDoc to run your name search or reserve your name on your behalf. You can also run your own name search. Finally, keep in mind that you should check for any registered trademarks on the name you’ve chosen too.

2. Understand the LLC Organizer Requirement.

The second step you must take on your quest to form an LLC is to name what’s called an organizer. The LLC organizer can be anyone. 

You can name your own organizer if you prepare and upload the Articles of Organization form on your own. by preparing on-line with us, SunDoc Filings will be your organizer.

3. Designate a Registered Agent.

Either a firm or a person must be designated on your Articles of Organization as the registered agent for your LLC. For more information on Articles of Organization, see step #6. For additional information on why you will need to have a registered agent, go to our article: Registered Agent Service.

4. Decide Your Ownership and Management Structure.

How do you plan on your company being managed? This is an essential question you’ll need to ask yourself and your members. Its also something you will need to add to your Articles of Organization — that is, will you be managed by just one manager, all members, or multiple managers? 

An important aspect of this choice lies in deciding between being a manager-managed LLC or a member-managed LLC.

5. Create an Operating Agreement.

The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You do not need to have an Operating Agreement if you are an LLC, according to Tennessee law. A default Operating Agreement will be applied to your LLC according to state guidelines. Still, make sure to look over this default Operating Agreement to ensure it’s best for your LLC.

Will your LLC be manager-managed or member-managed? For your company’s records, if you will have a manager-managed LLC, you need to state this in your Operating Agreement, and it also must be declared in your Articles of Organization.

You may also wish to consult an attorney for advice.

6. File the Articles of Organization.

You will need to file your Articles of Organization next. This is a requirement of the State of Tennessee. 

The Articles of Organization is a document that is one page in length. It includes details about your company. Your company will be officially created, and your LLC will be officially formed once the Secretary of State of Tennessee accepts your Articles of Organization.

In order to file your Articles of Organization, you will need the name and address of your company, your LLC organizer, your registered agent, and your management method.

SunDoc can file this the Articles of Organization for you if time is an issue or if you'd prefer to have a filing service handle your paperwork. Typical LLC formation takes about 24 hours.

7. Obtain an EIN and Open a Business Bank Account.

At this point, you are now a registered Tennessee LLC — congrats! As such, you need what is called an Employer Identification Number. This is true whether your company employs workers or not. If you have more than one member and form an LLC in Tennessee, you need an EIN or Employer Identification Number.

EINs are supplied by the IRS. SunDoc can file for you with the IRS, or you can file with the IRS on your own.

Remember that at this point in your LLC formation timeline, you should open a business account and start keeping track of business expenses and receipts. Stop using any personal accounts for your business. At the bank, you will need to have your Employer Identification Number in order to open your business account. It is useful for other money-related purposes as well. It’s also a good idea to speak with an accountant about any help you need with business-related manners.

8. Pay Tennessee State Taxes.

For complete information on state taxes in Tennessee, check the State of Tennessee’s tax web site.

One thing you need to remember is to pay your minimum yearly tax. You also need to collect taxes (sales tax) if you sell goods as part of your business. The annual tax isn’t a form of income tax.

9. Determine Necessary Licenses and Permits.

You will likely need to have business licenses or permits (at least one or several) in order to run your business in your particular community (city and county). You might think you are exempt, but do not assume this. It’s better to double check. Often, if you are found to not have the appropriate permits or licenses, you can be fined heavily.

10. File an Annual Report

All LLCs doing business in Tennessee must file an Annual Report every year and pay the appropriate filing fee. SunDoc is here to file your Annual Report for you if you prefer. Of course, we can carry out other filings for you as well. We are always on time and reliable with our filings. Find any necessary LLC forms (including the Annual Report form) on the Tennessee Secretary of State web site.

Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.

For additional learning, please visit Tennessee LLC FAQs.