Forming an LLC (Limited Liability Company) offers the advantage of limited liability and operational flexibility. If you're in Tennessee, here are the steps to form an LLC:
Step 1: Choose a Name for Your LLC
Your LLC name must contain "Limited Liability Company," "LLC," or "LLC" under Tennessee law. The name should be unique and can be checked for availability in the Tennessee Secretary of State business name database.
To reserve a name for four months, file an Application for Reservation of Limited Liability Company Name (Form ss-4228) with the Tennessee Secretary of State. The filing fee is $20.
To use an assumed name or "D.B.A.", register it with the Tennessee Secretary of State by filing an Application for Registration of Assumed Name (ss-4230).
Step 2: Appoint a Registered Agent
Every Tennessee LLC needs a registered agent for service of process in the state. This can be a Tennessee resident or a business entity authorized to operate in Tennessee. They must have a physical street address in the state.
Step 3: File Articles of Organization
To create a Tennessee LLC, file Articles of Organization (Form ss-4270) with the Secretary of State. The articles must include details like LLC's name, registered agent's details, LLC's fiscal year end, management type, number of members at filing, LLC's duration, and the LLC's principal office address.
The articles can be filed online or by mail. The filing fee is $50 per LLC member, with a minimum fee of $300 and a maximum fee of $3,000.
Step 4: Prepare an Operating Agreement
Although not required in Tennessee, an operating agreement is highly recommended. It outlines the rights, responsibilities, and management structure of the LLC Without an operating agreement, state LLC law will dictate your LLC's operations.
Step 5: Comply With Tax and Regulatory Requirements
Your LLC may need to meet additional tax and regulatory requirements:
- E.I.N.: If your LLC has more than one member, it must obtain an I.R.S. Employer Identification Number (E.I.N.), even if it has no employees. Single-member LLCs only need an E.I.N. if they will have employees or opt to be taxed as a corporation.
- Business Licenses: Most businesses in Tennessee need business licenses, issued by the local county clerk. You may also need a city business license.
- Department of Revenue: If your LLC will sell goods and collect sales tax, you need to register with the Tennessee Department of Revenue.
Step 6: File Annual Reports
All Tennessee LLCs must file an annual report with the Tennessee Secretary of State and pay a $50 filing fee per member (minimum $300, maximum $3,000). The annual report is due by the first day of the fourth month following the LLC's fiscal year closing. It can be filed online or by mail.
By following these steps, you can form an LLC in Tennessee and enjoy the benefits of limited personal liability and operational flexibility. As always, consider consulting with a business advisor or attorney for professional advice.
Novo Platform Inc. strives to provide accurate information but cannot guarantee that this content is correct, complete, or up-to-date. This page is for informational purposes only and is not financial or legal advice nor an endorsement of any third-party products or services. All products and services are presented without warranty. Novo Platform Inc. does not provide any financial or legal advice, and you should consult your own financial, legal, or tax advisors.
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