Starting a business in Tennessee can be an exciting venture, and forming a Limited Liability Company (LLC) is one of the best ways to protect your personal assets while creating a professional entity for your business. One of the key steps to officially establish an LLC in Tennessee is filing the Articles of Organization with the Tennessee Secretary of State. This essential document is the first step to officially registering your business and legally protecting your personal assets from liabilities tied to your business operations.
Filing the Articles of Organization is a straightforward process, but understanding what’s required can be confusing for first-time entrepreneurs. This document serves as the foundation for your LLC, outlining important details like the name of your business, the registered agent, the management structure, and other necessary information.
Once submitted and approved, your LLC will be recognized as a separate legal entity, meaning your personal assets will be shielded from business debts or legal actions.
In Tennessee, the process is relatively simple and can be done online or by mail. However, there are several important considerations you must be aware of before submitting your Articles of Organization.
You will need to select a unique business name, designate a registered agent, and decide whether your LLC will be managed by its members or appointed managers. You will also need to pay the required filing fee, which varies based on the number of LLC members.
Whether you’re a new entrepreneur or looking to expand your business presence in Tennessee, this guide will walk you through each step of the filing process in clear, simple terms. By the end of this article, you’ll have all the information you need to confidently file your LLC Articles of Organization and move forward with your business formation in Tennessee.
Let’s dive into the details to ensure you’re fully prepared for the next phase of your business journey.
Articles of Organization in Tennessee
The Articles of Organization is the document you must file with the Tennessee Secretary of State to officially create your LLC. This is the foundational document that legally establishes your LLC as a separate entity under the laws of the state of Tennessee.
The Articles of Organization form is a relatively simple document, but it requires specific information that helps state authorities classify your business correctly. It includes important details like the LLC name, registered agent information, management structure, and other essential information. Once you submit the form and pay the filing fee, your LLC will be registered, and you’ll be able to operate legally in Tennessee.
How to File Tennessee LLC Articles of Organization
Filing your LLC Articles of Organization in Tennessee is a relatively straightforward process. However, it does require attention to detail to make sure everything is filled out correctly. Below is a step-by-step breakdown of the filing process, from accessing the forms to submitting them for approval.
Step 1: Find Forms Online
The first step to forming your LLC is locating the Articles of Organization form. You can easily access this form on the Tennessee Secretary of State’s official website. The form is called SS-4270 and is available for both online and mail filing. While the online filing process is faster and more convenient, many business owners still prefer to fill out and submit the physical form.
If you want to file online, you will use the TNCaB (Tennessee’s Charity and Business Filing System) portal. The online filing option is a great way to streamline the process and get your LLC registered quickly.
If you prefer to submit a physical copy, you can download the form directly from the website. Once downloaded, you’ll need to complete it manually and either mail it to the Secretary of State’s office or drop it off in person (if you’re local).
Step 2: Fill Out the Form
Now that you have the Articles of Organization form, it’s time to fill it out. Here are the key sections you will need to complete:
- LLC Name: The name of your LLC must be unique and distinguishable from any other business entity in Tennessee. It must also include the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”.
- Registered Agent: Every LLC in Tennessee must designate a registered agent. This is a person or business entity that will accept legal documents on behalf of your LLC. Your registered agent must have a physical address in Tennessee. P.O. Boxes are not allowed. You can choose to be your own registered agent or hire a professional registered agent service to handle this responsibility for you.
- Principal Office Address: This is the address of your LLC’s main office. It cannot be a P.O. Box and must be a physical location. This is where your company’s records will be kept.
- Management Structure: You’ll need to indicate whether your LLC is “member-managed” or “manager-managed”. In a member-managed LLC, all members (owners) participate in day-to-day business operations. In a manager-managed LLC, the members elect one or more managers to handle the day-to-day operations.
- Duration: Most LLCs choose a perpetual duration, meaning the LLC will continue indefinitely unless you decide to dissolve it. You can specify a set number of years if you prefer, though most business owners opt for the perpetual option.
- Effective Date: You can choose an effective date for the formation of your LLC. If you want your LLC to be created immediately upon approval of your filing, leave this section blank. Otherwise, you can select a future date if you want the LLC formation to be official on a specific day.
- Organizer’s Information: The organizer is the individual or entity responsible for filing the Articles of Organization. This section requires the name, address, and signature of the person who is filing the form on behalf of the LLC.
Step 3: File the Formation Documents
After you’ve completed the Articles of Organization form, you are ready to file it with the Tennessee Secretary of State’s office. As mentioned, you can either file online or submit the documents by mail.
- Online Filing: If you choose to file online, go to the Tennessee Secretary of State’s TNCaB system. Follow the steps provided in the system to submit your Articles of Organization. Once you complete the online submission, your LLC will typically be processed and approved within minutes. This is the fastest way to get your LLC up and running.
- Mail Filing: If you prefer to file by mail, you’ll need to print out the completed Articles of Organization form and mail it along with the appropriate filing fee to the following address:
Secretary of State
Attn: Corporate Filing
6th Floor – Snodgrass Tower
312 Rosa L. Parks Avenue
Nashville, TN 37243
Be sure to include the correct filing fee, as we’ll discuss in the next section. After submitting the form by mail, you can expect it to take approximately 3–5 business days to be processed, plus additional time for the mail delivery. You will receive approval from the Secretary of State once your LLC is officially formed.
Cost of Filing Tennessee Articles of Organization
There are fees associated with filing your Articles of Organization in Tennessee. The fee depends on the number of members in your LLC. Below is the cost breakdown:
- 1 to 6 Members: The filing fee for an LLC with 1 to 6 members is $300.
- 7 or more Members: If your LLC has more than 6 members, the filing fee is still $300, plus an additional $50 per extra member. For example, if your LLC has 8 members, the filing fee will be $350. The maximum filing fee is capped at $3,000, no matter how many members your LLC has.
Make sure you check the number of members in your LLC before submitting the filing fee, as this will impact the total cost. Also, keep in mind that these fees are non-refundable, so it’s essential to double-check the accuracy of the information before submitting.
Final Thoughts
Filing the Articles of Organization is the first major step in forming your LLC in Tennessee. While it’s a relatively simple process, it’s essential to get everything right to ensure your LLC is legally established. By following the steps outlined in this guide, you will be well on your way to forming your LLC and starting your business in Tennessee.
It’s important to remember that forming your LLC is just the beginning. You will need to stay compliant with state and local regulations, file necessary tax documents, and maintain your LLC’s good standing by renewing your registration annually. Always consult with legal professionals or a business formation service if you need additional help.
FAQs
What is the Articles of Organization for an LLC in Tennessee?
The Articles of Organization is the document that officially creates your LLC under Tennessee state law. It includes essential information about your LLC, such as its name, registered agent, principal office address, and management structure. Once filed and approved, it officially registers your LLC with the Tennessee Secretary of State.
How do I get Articles of Organization in Tennessee?
You can obtain the Articles of Organization form (SS-4270) directly from the Tennessee Secretary of State’s website. It’s available for both online and mail filing. If you prefer, you can also contact the Secretary of State’s office for assistance.
How do I file the Articles of Organization in Tennessee?
You can file the Articles of Organization either online through the Tennessee Secretary of State’s TNCaB portal or by mailing the completed form to the address provided by the state. Online filing is faster, and you will typically receive approval right away.
How much does it cost to file the Articles of Organization in Tennessee?
The cost for filing the Articles of Organization depends on the number of LLC members. For 1 to 6 members, the fee is $300. For LLCs with more than 6 members, the fee is $300 plus $50 for each additional member. The maximum fee is capped at $3,000.
How long does it take to form an LLC in Tennessee?
- Online filing: If you file online, your LLC can be approved immediately upon submission.
- Mail filing: If you choose to file by mail, it can take 3–5 business days to process your application, plus additional time for mailing.
Do I need a registered agent for my Tennessee LLC?
Yes, every LLC in Tennessee must designate a registered agent who has a physical address in the state. The registered agent is responsible for receiving official documents and legal notices on behalf of your LLC.
What is the next step after filing the Articles of Organization?
After filing, you may need to take additional steps, such as:
- Creating an Operating Agreement: While not required by the state, an Operating Agreement is highly recommended. This document outlines how the LLC will be managed and operated.
- Obtaining an EIN: You will need an Employer Identification Number (EIN) from the IRS if you plan to hire employees or open a business bank account.
- Registering for State Taxes: Depending on your business activities, you may need to register with the Tennessee Department of Revenue for sales tax, use tax, or other state taxes.
- Applying for Business Licenses: Check with local authorities to determine if your LLC requires any licenses or permits.