Tennessee Articles of Organization

You have a big idea, truckloads of ambition, and dreams of a thriving Tennessee LLC, and you’re mentally prepared to make it happen.

But the Chinese philosopher Lao Tzu once said, “a journey of a thousand miles begins with a single step,” and for you, that first step is filing the Articles of Organization.

With such grand plans, the last thing you might want to do is file paperwork, but completing the Articles of Organization is what authenticates your LLC, making it official in Tennessee. It’s perhaps the most important step in starting your Tennessee LLC. Following this guide will help take the tedium out of paperwork and get your business started quickly.

But before you dive into the Articles of Organization, you should have a few pieces of information ready to help streamline the process.

Choosing an LLC Name

Before anything else, you will need to decide on an LLC name. You must include a business name on your Articles of Organization, and if the Secretary of State deems that name unacceptable or unavailable, the document will be rejected, so make sure you nail down a good name right away.

To be considered acceptable, your LLC name must use a term designating its business type, like “Limited Liability Company,” “L.L.C.,” or “LLC.” But it cannot include any language that suggests affiliation with “fraternal, veterans’, service, religious, charitable, professional” or governmental organizations. Most importantly, your name must not already be in use, so you’ll want to confirm that it’s distinguishable from all other names on file with the Secretary of State. How? Simply search for it using Tennessee’s Name Availability Search tool.

Once you’ve found your perfect name, include it on your Articles of Organization to automatically register it. In the event that you’re not quite ready to file an LLC, you can place a 120-day hold on your name by submitting a name reservation request.

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Choosing a Tennessee Registered Agent

A registered agent is your LLC’s liaison to the state, the mediator who takes care of all your important legal, tax, and compliance documents, keeping your business in good standing. Your registered agent’s name and address are required to successfully submit the Articles of Organization, so have one lined up before you start the process.

Your registered agent can be either an individual or a business entity like a registered agent service, and the state leaves you with a lot of options. As long as your agent is a Tennessee resident or authorized to do business in the state, and as long as they have a physical Tennessee address (no P.O boxes), they’re fair game! After getting your agent’s consent, just include their information on the Articles of Organization and they will be on your business record.

Quick Note: If your first choice doesn’t work out, don’t worry. You can always change your registered agent in the future.

Preparing to File Your Tennessee Articles of Organization

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Now for the main event: the Articles of Organization. Here’s your opportunity to get your LLC officially on record and authorized to conduct business in Tennessee.

Breeze through the form by gathering all the necessary information beforehand. This way, you can finish it quickly and in one sitting. Here’s every detail you’ll need:

  • The LLC name
  • Additional designations (if applicable)
  • Registered agent name and address
  • Fiscal year close month
  • Delayed effective date up to 90 days after filing (if applicable)
  • Whether the LLC is managed by members, managers, or directors
  • Number of members
  • Period of duration
  • Principal office address
  • Mailing address (if different from the principal office)
  • Designation as a Non-Profit, Professional, or Series LLC (if applicable)
  • Obligated members list (if applicable)

Even though it’s a lot of information, the form shouldn’t take too long. In fact, the toughest part is probably the filing fee. Along with your Articles of Organization, you must pay $50 per LLC member, with a minimum of $300 and a maximum of $3,000. So, if your LLC has eight members at the time of filing, you will need to pay $400. If it only has three members, you’ll pay the minimum of $300.

Filing Options

Collecting the information and paying the fee are the hard parts. Now you just need to decide how you want to submit your application. The state offers three options: online, by mail, and in person.

Online Filing

If you’re short on time, filing online is the way to go. Once you complete the form, it will be processed immediately, so you can start doing business right away. Keep in mind that there is a service fee of 2.29% for credit/debit card payments or $0.95 for an e-check. If you don’t want to pay this extra fee, you can instead submit a hard copy for no additional charge.

Filing by Mail

Download and complete a paper application. Then mail it with your fee payment to:

Department of State

Corporate Filings 

312 Rosa L. Parks Avenue 6th Floor

William R. Snodgrass Tower 

Nashville, TN 37243

Mailed forms are typically processed within 24-48 hours.

In-Person

If you live in or near Nashville, feel free to hand-deliver your form and payment to the address listed above. It will be processed that day.

What About Foreign LLCs?

The process outlined above works for domestic LLCs (those formed in Tennessee), but what if your business is expanding to Tennessee from another state? In this case, you can forget the Articles of Organization because you’ll be taking a different route.

Instead, your out-of-state LLC will need to foreign qualify in Tennessee by submitting an Application for Certificate of Authority either online or by mailing a hard copy. Its fee is the same as the Articles of Organization. While it may cost a lot, don’t skip this filing! If the state catches you doing business without foreign qualifying, you could be in for some serious penalties.

After you’ve successfully received your Certificate of Authority, you’re free to kick off your business activities in Tennessee.

Want Help Filing Your Articles of Organization?

Let’s be honest: you’ve got a lot on your plate. Filing paperwork can take time away from your other tasks, ones more focused on setting your budding LLC up for success.

The good news is that you don’t need to file the Articles of Organization yourself. But if an attorney is out of your price range, hiring an LLC creation service is a great option.

There’s no shortage of business incorporation services out there, but not all of them are equal. Each one offers different packages, costs, and processing times, so it’s important to find the right fit for your LLC.

While each service has optional upgrades and feature packages, on the most basic level, they will review your business information, prepare your formation documents, and submit them to the Tennessee Secretary of State. They will complete everything outlined in this guide and notify you when your Articles of Organization have been filed. You won’t have to lift a finger.

There are other benefits too. Some services will include a year of free registered agent service when you hire them. Other services offer order tracking, notifications on future documents (like annual reports), assistance drafting your operating agreement, or coverage of certain LLC formation costs.

Important Post-Formation Compliance Issues

Once you’ve successfully filed your Articles of Organization, your LLC is an official business entity in the state of Tennessee. However, this doesn’t mean that your responsibilities have come to an end. There are several other steps you’ll need to take if you want to operate a compliant LLC for years to come.

Acquire a Federal Tax ID Number (EIN)

While an EIN isn’t a requirement for Tennessee LLCs, we strongly recommend that every entrepreneur obtains one. An EIN enables your LLC to hire employees, open business bank accounts, file taxes, and take care of several other important aspects of LLC maintenance. Even if you operate a single-member LLC with no employees, you should still have an EIN for your business.

Set Up a Financial Infrastructure

One other crucial step is to solidify the financial aspects of your LLC, first by opening a business bank account. You must have separate bank accounts for your personal use and for business purposes, as this will help you keep your personal and business assets separate, a vitally important consideration for any entrepreneur. If you commingle these assets, you leave yourself wide open for lawsuits, as it would be easy for someone to claim that your business is simply an extension of your own personality and not a separate entity from you as a person.

The other portion of this step is to set up an accounting system. This can either mean that you hire an accountant to take care of your LLC’s bookkeeping, or you could acquire high-quality accounting software like QuickBooks. Either way, you need a reliable means of keeping detailed records for each financial transaction your LLC executes. This is another vital part of keeping your personal and business assets separated, and it will also be enormously helpful come tax time.

Acquire Licenses and Permits

The next step involves obtaining any industry-specific licenses and permits your LLC may need to operate in compliance with state laws. Depending on the nature of your LLC’s business, you may require several permits or you may be able to operate your LLC without any state-level licenses.

Thankfully, Tennessee makes it very easy to figure out your business’ licensing needs. All you need to do is visit the state’s Licenses and Permits page and you’ll find the license and permit applications you require. Make sure to check with your county and locality as well, as there may also be licensing requirements for your business on these levels.

Obtain Business Insurance

This step isn’t a requirement, but it is a strong recommendation. The exact insurance policies your business needs will vary based on the type of products and services you offer, but most LLCs should at least have a general liability insurance policy to protect against common perils like slip-and-fall accidents. In some industries, you might need several different insurance policies to cover all of your financial bases, so do your research ahead of time to determine which types of insurance you should purchase.

File Your Annual Reports

Each year, every LLC in Tennessee must file an annual report. This report includes some basic information about your business and keeps the state updated regarding any important changes to your LLC’s structure. The information you’ll need to file this report typically includes your LLC’s Tennessee Secretary of State Control Number, principal office address, mailing address (if different), and registered agent name and address. In addition, you will also need to provide a list of your LLC’s managers if it is not managed by its members.

Frequently Asked Questions

About Filing the Tennessee LLC Articles of Organization

How long does it take Tennessee to form an LLC?

If you mail your Articles of Organization, you can expect the state to process the documents within roughly 48 hours of receiving them. Hand-delivered documents receive same-day processing, while online filings are typically processed immediately.

Should I file my own Articles of Organization, hire an attorney, or use an online service?

This question largely comes down to personal preferences, but we do have some general insights. The DIY route can be quite a bit of work, as you’ll need to complete each step of the formation process on your own with no assistance. As for hiring an attorney, this can be prohibitively expensive for new businesses, as a lawyer can charge hundreds or even thousands of dollars to form your LLC.

You can think of business services companies as a middle ground between these options. While most of these companies charge a fee to form your LLC, that fee will be significantly less expensive than an attorney’s fee. At the same time, you still aren’t going it alone. Instead, you have an experienced professional guiding you through the entire process.

What does Tennessee require for LLC formations other than the Articles of Organization?

Unlike some states, Tennessee doesn’t require any related filings other than your formation articles. However, we still strongly recommend obtaining a federal tax ID number (EIN). An EIN allows your LLC to file taxes, hire employees, open business bank accounts, and more. Every LLC should have one, whether your state requires it or not.

How many small businesses are there in Tennessee?

Today, Tennessee has more than 620,000 small businesses. Clearly, entrepreneurs in many different fields find Tennessee to be a great place to own and operate a business entity.

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