If you’re thinking about forming an LLC in Tennessee, you’re in the right place. This guide will walk you through the process of filing the necessary paperwork with the state and help you get started on the right foot.
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Check business name availability
Before you form your LLC, you need to check the business name availability in the state of Tennessee. The business name should not be the same as or similar to any existing business names in the state. It should also not be misleading or imply that the LLC is something it’s not. For example, you cannot use “FBI” or “CIA” in your business name.
To check business name availability, you can:
-Do a Business Name Search on the Tennessee Secretary of State’s website
-Call the Business Services Division of the Tennessee Secretary of State at (615) 741-2286
-Visit the Business Services Division in person at 312 Rosa L. Parks Ave, 16th Floor, William R. Snodgrass Tennessee Tower, Nashville, TN 37243
File Certificate of Formation with the state
To form an LLC in Tennessee, you’ll need to file a Certificate of Formation with the state. The Certificate of Formation is a document that officially creates your LLC.
To file the Certificate of Formation, you’ll need to submit it to the Tennessee Secretary of State’s office. The filing fee is $100. You can file online, by mail, or in person.
The Certificate of Formation must include:
-The LLC’s name and address
-The LLC’s purpose
-The names and addresses of the LLC’s organizers
-The LLC’s registered agent and registered office address
-The LLC’s duration (if it’s not perpetual)
-Whether the LLC will be managed by members or managers
-The names and addresses of the LLC’s initial members or managers
Appoint a registered agent
An LLC needs a registered agent in Tennessee. A registered agent is a company or individual designated to receive official correspondence, usually tax documents and legal notices, on behalf of the LLC. The registered agent must have a physical address in Tennessee and be available during business hours.
You can act as your own registered agent, but we recommend appointing a professional registered agent service. A professional registered agent will have experience dealing with the state, process official correspondence quickly and efficiently, and help you keep your personal information private.
To appoint a professional registered agent service in Tennessee, you’ll need to complete and file the Certificate of Formation for Limited Liability Company and pay the filing fee. The form is available on the website of the Tennessee Secretary of State.
When you file the LLC formation documents with the state, you’ll need to include the name and address of the registered agent. You can also appoint a registered agent when you file online.
Create an LLC operating agreement
An LLC operating agreement is a legally binding document that sets forth the rules and regulations for your limited liability company. Although an LLC operating agreement is not required in Tennessee, it is highly recommended. This document can help you avoid disagreements and disputes among members, and it will provide guidance if your LLC is ever sued.
Creating an LLC operating agreement does not have to be difficult. You can use an online template or ask an attorney to prepare one for you. However, be sure to tailor the agreement to fit the specific needs of your LLC.
Here are a few things to include in your LLC operating agreement:
-The name of your LLC and the state in which it is organized
-The names of the members (and their percentage of ownership interests)
-How long the LLC will exist (known as the “term”)
-The purpose of the LLC
-Where the LLC’s principal office is located
-Details about how the LLC will be managed (e.g., by members or managers)
-How decisions will be made (e.g., by majority vote or unanimous consent)
-What happens if a member wants to leave the LLC (known as a “buy-sell provision”)
-How profits and losses will be distributed among members
-What happens if the LLC is dissolved
Get an Employer Identification Number
In order to form an LLC in Tennessee, you must first obtain an Employer Identification Number (EIN) from the IRS. You can do this by completing an online application on the IRS website. Once you have obtained your EIN, you will need to file Articles of Organization with the Tennessee Secretary of State. The filing fee for this is $100.
Open a business bank account
It’s a good idea to open a business bank account, even if you’re the only member of your LLC. By doing so, you can keep your business and personal finances separate and help make sure your LLC is treated as a separate legal entity by the IRS.
When you open a business bank account, be sure to ask whether the bank offers any special services or discounts for small businesses or LLCs. For example, you may be able to get a break on fees if you maintain a certain balance in your account.
To open a business bank account, you’ll need to provide the following:
-Your LLC’s Articles of Organization
-Your LLC’s federal tax identification number (EIN)
-A government-issued ID, such as a driver’s license
You may also need to provide additional documents, depending on the bank’s requirements.
File annual reports
Annual reports are due on March 15th and are delinquent after May 15th. File annual reports
by mail or online. You will need the following:
-Name and address of the LLC
-FEIN or SSN
-Signature of a manager or member
-Name, address, and title of the individual signing
Comply with other tax and regulatory requirements
Your LLC must also comply with all other tax and regulatory requirements that apply to businesses in Tennessee.
If you will be hiring employees, you will need to obtain an Employer Identification Number (EIN) from the IRS. You will use this number to file your annual tax return and pay any taxes and payroll taxes owed.
You may also need to obtain other licenses and permits, depending on the nature of your business. For example, businesses that serve food or alcohol may need to obtain a permit from the Tennessee Alcoholic Beverage Commission.
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