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Starting a Limited Liability Company (LLC) in Tennessee requires thorough preparation and the completion of specific documents, with the Articles of Organization being a fundamental component of this process. As outlined in form SS-4270, the process to formalize an LLC in Tennessee can be accomplished through various methods, including e-filing, print and mail, paper submission, or in-person submission, each with its own set of instructions to ensure accuracy and compliance with state laws. The form necessitates detailed information about the proposed LLC, such as the name of the company—which must adhere to certain legal criteria—the name and address of the initial registered agent, the fiscal year close month, management structure, and whether the LLC opts for a specific duration or chooses to exist perpetually. Additionally, for those with unique business models or needs, options like obtaining name consent for using a non-distinguishable name, electing for special designations such as a non-profit or professional LLC, and even the formation of a Series LLC are available. Special attention must be paid to the detailed requirements for submissions, including addressing and naming conventions, to avoid rejection. Moreover, the form clarifies the filing fees, which vary based on the number of members in the LLC at the time of filing, and provides a guideline for the effective date of filing, highlighting the state’s flexible approach to supporting businesses while emphasizing the need for precise and thoughtful filing preparation.

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SS-4270 (12/19)

Business Services Division

Tre Hargett, Secretary of State

State of Tennessee

INSTRUCTIONS

ARTICLES OF ORGANIZATION

LIMITED LIABILITY COMPANY

LLC articles of organization may be filed using one of the following methods:

•E-file: Go to http://tnbear.tn.gov/NewBiz. Use the online tool to complete the application and pay the filing fee by credit card or debit card. When paying by credit card or debit card, there is a convenience fee that covers the credit card fees and transaction costs incurred by the Business Services Division when accepting online payments. Applicants who do not wish to pay the convenience fee to file online may choose the “Print and Mail” option at no additional cost.

•Print and Mail: Go to http://tnbear.tn.gov/NewBiz. Use the online tool to complete the application. Print and mail the application along with the required filing fee to the Secretary of State’s office at 6th FL – Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243.

•Paper submission: A blank application may be obtained by going to https://sos.tn.gov/sites/default/files/forms/ss- 4270.pdf, by emailing the Secretary of State at Business.Services@tn.gov, or by calling (615) 741-2286. The application is hand printed in ink or computer generated and mailed along with the required filing fee to the Secretary of State’s office at 6th FL – Snodgrass Tower ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243.

•Walk-in: A blank application may be obtained in person at the Secretary of State Business Services Division located at 6th FL – Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243.

LLC Articles of Organization must be accurately completed in their entirety. Forms that are inaccurate, incomplete or illegible will be rejected.

Limited Liability Company Articles of Organization set forth the items required under T.C.A. § 48-249-202.

ARTICLES OF ORGANIZATION

1.The name of the Limited Liability Company is – Enter the proposed name of the Limited Liability Company. The name of a new LLC must meet the requirements of T.C.A. § 48-249-106.

2.Name Consent: (Written Consent for Use of Indistinguishable Name) – An applicant LLC can request to use a name that is not distinguishable from the name used by an existing business under certain circumstances detailed in T.C.A. § 48-249-106. Indicate name consent by checking. If checked, the Articles of Organization must be accompanied by an application to use an indistinguishable name, accompanied by payment of an additional $20 filing fee. The application must set forth the appropriate criteria for name duplication as described in the Act.

3.This company has the additional designation of – If applicable to the specific nature of the LLC, enter any additional designation, including:

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•Bank

•Captive Insurance Company

•Insurance Company

•Litigation Financier

•Non-profit Limited Liability Company

•Professional Limited Liability Company

•Series LLC

•Trust Company

If the LLC’s name contains the word “bank”, “banks”, “banking”, “credit union” or “trust”, written approval must first be obtained from the Tennessee Department of Financial Institutions before documents can be accepted for filing with the Division of Business Services. You may contact the Tennessee Department of Financial Institutions as (615) 741-2236.

If the LLC’s name contains the phrase “insurance company”, written approval must first be obtained from the Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division of Business Services. You may reach the Tennessee Department of Commerce & Insurance at (615) 741-2241.

4.The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is – Enter the name of the LLC’s initial registered agent, the street address, city, state and zip code of the LLC’s initial registered office located in Tennessee and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box is not acceptable for the registered agent/office address.

5.Fiscal Year Close Month – Enter the month of the year that concludes the LLC’s fiscal year. If a fiscal year close month is not indicated, the Division of Business Services will list the fiscal year close month as December by default. Please note that T.C.A. § 48-249-1017 requires LLCs to file an annual report with the Secretary of State on or before the first day of the fourth month following the end of the close of the LLC’s fiscal year.

6.If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is – If the existence of the LLC is to begin upon a future date, enter the future date. In no event can the future date or the actual occurrence of the specific event be more than ninety calendar days from the filing of the articles of organization.

7.The Limited Liability Company will be – Indicate whether the LLC will be Member Managed, Manager Managed or Director Managed by checking the appropriate box.

8.Number of Members at the date of filing – Enter the number of members of the LLC at the date of filing. If the number of members is not indicated, the Division of Business Services will list the number of members as one (1) by default.

9.Period of Duration if not perpetual – Indicate if the duration of the LLC is perpetual or has a specific end date by checking the appropriate box. If “other” is checked, indicate the specific date on which the duration of the LLC’s existence will end.

10.The complete address of the Limited Liability Company’s principal executive office is – Enter the street address, city, state and zip code of the principal executive office of the LLC and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services unless a deliverable mailing address is also provided. A post office box address is not acceptable for the principal office address. Please provide a business email address. All reminders and notifications will be sent via email.

11.The complete mailing address of the entity (if different from the principal office) is – If notifications from the Division of Business Services should be sent to an address other than the principal office address, enter that address. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box address is acceptable for a mailing address.

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12.Non-Profit LLC (required only if the Additional Designation of “Non-Profit LLC” is entered in section 3.) – If “Non-profit Limited Liability Company” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true.

13.Professional LLC (required only if the Additional Designation of “Professional LLC” is entered in section 3) – If “Professional Limited Liability Company” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true. Indicate the licensed profession in the space provided.

14.Series LLC (required only if the Additional Designation of “Series LLC” is entered in section 3.) – If “Series LLC” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true.

15.Obligated Member Entity (list of obligated members and signatures must be attached) – If the LLC elects to be registered as an Obligated Member Entity pursuant to T.C.A. § 48-217-101(f), check the box and enter the effective date. Also check the box to acknowledge an understanding of the statutory requirements.

If the box indicating registration as an Obligated Member Entity is checked, the articles of organization must be accompanied by a duly executed Obligated member Entity Addendum (Form SS-4600).

16.This entity is prohibited from doing business in Tennessee – Check the box if the LLC, while being formed under Tennessee law, is prohibited from engaging in business in Tennessee.

17.Other Provisions – Including any further information in this space is strictly optional. Use this section to set forth other details of the LLC that are not required to be included in the articles of organization. Such items could include the names of the LLC members, the purpose of the LLC, the names of the LLC management, and provisions regulating the affairs of the LLC. If the form does not allow enough space, enter “see attached” and include the desired details in an attachment.

Signature

•The person executing the document must sign it and indicate the date of signature in the appropriate spaces.

Failure to sign and date the application will result in the application being rejected.

•Type or Print Name. Failure to type or print the signature name and title of the signer will result in the application being rejected.

•Type or Print Signer’s Capacity. If other than the person’s individual capacity, the signer must indicate the capacity in which such person signs. Failure to indicate the signer’s capacity will result in the application being rejected.

FILING FEE

•The filing fee for articles of organization is $50.00 per member in existence on the date of the filing, with a minimum fee of $300.00 and a maximum fee of $3,000.00. If its articles of organization prohibit the LLC from doing business in Tennessee, the filing fee is $300.00, regardless of the number of members in existence on the date of the filing.

•Make check, cashier’s check or money order payable to the Tennessee Secretary of State. Cash is only accepted for walk-in filings. Applications submitted without the proper filing fee will be rejected. Checks, cashier’s checks or money orders made out to any other payee than the Tennessee Secretary of State will not be accepted and will result in the rejection of document.

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ARTICLES OF ORGANIZATION

 

LIMITED LIABILITY COMPANY (ss-4270)

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BUSINESS SERVICES DIVISION

Tre Hargett, Secretary of State

State of Tennessee

312 ROSA L. PARKS AVE, 6TH FL.

NASHVILLE, TN 37243-1102

(615) 741-2286

Filing Fee: $50.00 per member

(minimum fee = $300, maximum fee = $3,000)

For Office Use Only

The Articles of Organization presented herein are adopted in accordance with the provisions of the Tennessee Revised Limited Liability Company Act.

1.The name of the Limited Liability Company is:

(NOTE: Pursuant to the provisions of T.C.A. § 48-249-106, each Limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)

2.Name Consent: (Written Consent for Use of Indistinguishable Name)

This entity name already exists in Tennessee and has received name consent from the existing entity.

3.This company has the additional designation of:

4.The name and complete address of ithe Limited Liability Company’s initial registered agent and office located in the state of

Tennessee is:

Name:

Address:

City:

 

State:

 

Zip Code:

 

County:

5.Fiscal Year Close Month:

6.If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is: (Not to exceed 90 days)

Effective Date:

 

/

 

/

 

 

Time:

 

Month

 

Day

Year

7. The Limited Liability Company will be:

Member Managed

Manager Managed

Director Managed

8. Number of Members at the date of filing:

9. Period of Duration:

Perpetual

Other / /

Month Day Year

10.The complete address of the Limited Liability Company’s principal executive office is:

Address:

City:

 

State:

 

Zip Code:

 

County:

Business Email:

Rev. 12/19

RDA 2458

ARTICLES OF ORGANIZATION

 

LIMITED LIABILITY COMPANY (ss-4270)

Page 2 of 2

BUSINESS SERVICES DIVISION

Tre Hargett, Secretary of State

State of Tennessee

312 ROSA L. PARKS AVE, 6TH FL.

NASHVILLE, TN 37243-1102

(615) 741-2286

Filing Fee: $50.00 per member

(minimum fee = $300, maximum fee = $3,000)

For Office Use Only

The name of the Limited Liability Company is:

11. The complete mailing address of the entity (If different from the principal office) is:

Address:

City:

 

State:

 

Zip Code:

12.Non-Profit LLC (required only if the Additional Designation of “Non-Profit LLC” is entered in section 3.)

I certify that this entity is a Non-Profit LLC whose sole member is a nonprofit corporation, foreign or domestic, incorporated under or subject to the provisions of the Tennessee Nonprofit Corporation Act and who is exempt from franchise and excise tax as not-for-profit as defined in T.C.A. § 67-4-2004. The business is disregarded as an entity for federal income tax purposes.

13. Professional LLC (required only if the Additional Designation of “Professional LLC” is entered in section 3.)

I certify that this PLLC has one or more qualified persons as members and no disqualified persons as members or holders.

Licensed Profession:

14.Series LLC (required only if the Additional Designation of “Series LLC” is entered in section 3.)

I certify that this entity meets the requirements of T.C.A. § 48-249-309(a) & (b)

15.Obligated Member Entity (list of obligated members and signatures must be attached)

This entity will be registered as an Obligated Member Entity (OME)

Effective Date:

/

/

 

 

Month

 

Day

 

Year

I understand that by statute: THE EXECUTION AND FILING OF THIS DOCUMENT WILL CAUSE THE MEMBER(S) TO BE PERSONALLY LIABLE FOR THE DEBTS, OBLIGATIONS AND LIABILITIES OF THE LIMITED LIABILITY COMPANY TO THE SAME EXTENT AS A GENERAL PARTNER OF A GENERAL PARTNERSHIP. CONSULT AN ATTORNEY.

16. This entity is prohibited from doing business in Tennessee:

This entity, while being formed under Tennessee law, is prohibited from engaging in business in Tennessee.

17. Other Provisions:

Signature Date

 

Signature

 

 

 

Signer’s Capacity (if other than individual capacity)

 

Name (printed or typed)

Rev. 12/19

RDA 2458
Download Tennessee Articles Organization

Document Data

Fact Detail
Governing Law The Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-202.
Minimum Filing Fee The minimum filing fee is $300.00.
Maximum Filing Fee The maximum filing fee is $3,000.00.
Name Requirements Must include "Limited Liability Company," "LLC," or "L.L.C." as per T.C.A. § 48-249-106.
Name Consent Required with an additional $20 fee if using an indistinguishable name from an existing entity.
Registered Agent Information Must include the name and complete address of the LLC’s initial registered agent and office in Tennessee; a PO Box is not acceptable.
Fiscal Year Close Month If not specified, December is listed as the fiscal year close month by default.
Management Type Must indicate whether the LLC is Member Managed, Manager Managed, or Director Managed.
Duration of LLC Can be perpetual or for a specific term, with an "other" option to specify a termination date.
Principal Office Address Must include the street address of the LLC’s principal executive office; a PO Box is not acceptable.
Additional Designations Possible designations include Bank, Captive Insurance Company, Insurance Company, and more, with specific approvals needed for certain designations.

Detailed Guide for Using Tennessee Articles Organization

Filling out the Tennessee Articles of Organization form is a crucial step for establishing a Limited Liability Company (LLC) in the state. This document officially registers the company with the Tennessee Secretary of State's office and is required to legally operate as an LLC. The process can be approached in several ways, including e-filing for convenience or submitting a printed application by mail. However, accuracy is key. An application that is incomplete, inaccurate, or difficult to read will be turned down. By paying close attention to detail and ensuring all information is correct, you can successfully submit your Articles of Organization.

  1. Choose your filing method: e-file on the website, print and mail the completed form, use the paper submission process by downloading the form and mailing it, or walk-in with a filled-out application.
  2. Enter the proposed name of your LLC in the designated space, making sure it complies with T.C.A. § 48-249-106. If you're using a name already in use and have received approval, check the Name Consent box and include the required documentation and additional fee.
  3. If your LLC operates under a special designation (e.g., Non-profit LLC, Professional LLC), indicate this by entering the appropriate term.
  4. Provide the name, complete address, city, state, zip code, and county of the LLC's initial registered agent and office. Remember, no P.O. Boxes are allowed for this address.
  5. Indicate the close month of your LLC's fiscal year. If left blank, December will be automatically set as the fiscal year-end.
  6. For a delayed effective date, specify when you want your LLC to officially start. This cannot be more than 90 days from the filing date.
  7. Select the management style of your LLC: Member Managed, Manager Managed, or Director Managed.
  8. Enter the number of members of the LLC at the date of filing. If not specified, it will default to one.
  9. Check the appropriate box to indicate the duration of the LLC's existence: Perpetual or until a specific end date.
  10. Provide the complete address of the principal executive office, including city, state, zip code, and county, ensuring it can be verified as deliverable. A business email address must also be provided for notifications.
  11. If necessary, enter a different mailing address where communications should be sent.
  12. For a Non-profit LLC, check the corresponding box to certify compliance as stated.
  13. If a Professional LLC, certify that qualified individuals are members and provide the licensed profession.
  14. For a Series LLC, check the box to confirm it meets specific requirements.
  15. If your LLC will be an Obligated Member Entity, indicate this and understand the implications.
  16. Check if the LLC is prohibited from doing business in Tennessee and understand the meaning.
    17. Optionally, use the Other Provisions section to include any additional details about your LLC that are not covered elsewhere on the form.
  17. Sign and date the application in the designated area. Print your name and title, and specify your capacity if signing in a role other than your individual capacity.

Finally, prepare the filing fee, which varies based on the number of members at the time of filing, with a minimum of $300 and a maximum of $3,000. Make sure the payment is made out to the Tennessee Secretary of State. Once you have completed all these steps and checked your document for accuracy, submit your Articles of Organization by your chosen method. After submission, the state will process your application and, once approved, your LLC will be officially registered in Tennessee.

Important Questions on This Form

What are the Tennessee Articles of Organization for an LLC?

The Tennessee Articles of Organization form an essential document required to establish a Limited Liability Company (LLC) within the state. This document outlines the primary details about the LLC, such as its name, type, registered agent, and office location in Tennessee. Completing and filing this form with the Tennessee Secretary of State's office is a mandatory step for the legal formation of an LLC.

How can one file the Tennessee Articles of Organization?

Filing the Tennessee Articles of Organization can be done through several methods:

  • E-file: By using the online tool at http://tnbear.tn.gov/NewBiz and paying the fee with a credit or debit card, noting that a convenience fee will apply.
  • Print and Mail: Complete the application using the online tool, print it, and mail it with the required fee to the Secretary of State’s office.
  • Paper submission: Obtain a blank application from the Secretary of State’s website or office, complete it manually or electronically, and mail it with the necessary fee.
  • Walk-in: Collect a blank application in person, fill it out, and submit it with the fee at the Secretary of State Business Services Division.

What is the filing fee for the Tennessee Articles of Organization?

The filing fee for the Tennessee Articles of Organization is based on the number of members the LLC has on the date of filing. The fee is $50.00 per member, with a minimum fee of $300.00 and a maximum of $3,000.00. If the LLC's articles state that the company is prohibited from doing business in Tennessee, the filing fee is a flat rate of $300.00, irrespective of the member count.

What are the naming requirements for an LLC in Tennessee?

To be approved, the name of an LLC in Tennessee must:

  1. Contain the phrases “Limited Liability Company,” “LLC,” or “L.L.C.”
  2. Be distinguishable from the names of other business entities already on file with the Tennessee Secretary of State.
  3. Not include terms that require additional approvals without obtaining such approvals (e.g., “bank,” “insurance”).
If the desired name is not initially distinguishable, the applicant may submit a Name Consent form, accompanied by an additional fee, to request permission to use the name.

What information is required to complete the Articles of Organization?

When completing the Articles of Organization, you will need to provide:

  • The proposed name of the LLC.
  • The name and address of the LLC’s initial registered agent in Tennessee.
  • The LLC’s fiscal year close month.
  • Management structure- whether it will be Member Managed, Manager Managed, or Director Managed.
  • The number of members at the date of filing.
  • The duration of the LLC if it is not perpetual.
  • The principal executive office address and an email for official communications.
Additional optional provisions may also be included or attached separately.

Can the Articles of Organization include additional provisions?

Yes, the Articles of Organization can include additional provisions not required by the standard form. These might cover details such as the specific purpose of the LLC, the identities of its members, management stipulations, or other operating rules. These are included in the "Other Provisions" section of the form or attached as a separate document. However, adding such provisions should not conflict with state laws or regulations.

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What happens after filing the Articles of Organization?

Once the Articles of Organization are filed and approved by the Tennessee Secretary of State, the LLC becomes legally established and can start operating. The LLC must then ensure compliance with other state requirements, such as obtaining necessary business licenses and permits, registering for taxes, and filing an annual report. It's also critical to maintain the company's good standing by adhering to both state laws and the internal operating agreement established by its members.

Common mistakes

Filling out the Tennessee Articles of Organization form accurately is crucial for establishing a Limited Liability Company (LLC) within the state. Making mistakes on this form can delay the process, incur additional fees, or cause legal issues down the line. Here are eight common mistakes often made when completing this document:

  1. Incorrect LLC Name: The chosen name of the LLC must comply with Tennessee’s naming requirements, including the necessity of having "Limited Liability Company," "LLC," or "L.L.C." in the name. Failing to ensure the name is distinct from existing entities without proper consent can lead to rejection.
  2. Neglecting Name Consent: If opting to use a name similar to an already registered business, one must secure and attach written consent along with the payment of an additional fee. Overlooking this step will result in the rejection of the application.
  3. Improper Address for Registered Agent/Office: The registered agent and office must have a physical Tennessee address that is not a P.O. Box. Unclear or incorrect addresses that do not comply with postal guidelines will be a basis for rejection.
  4. Inaccurate Fiscal Year End: Not specifying the fiscal year end or choosing a month that does not align with the actual fiscal activities can create confusion during tax filings and financial planning.
  5. Delayed Effective Date Issues: If a delayed effective date is desired, specifying a date more than 90 days from the filing can lead to rejection. This mistake can disrupt the planned timeline for starting the business operations.
  6. Management Structure Confusion: Not clearly indicating whether the LLC is Member Managed, Manager Managed, or Director Managed can lead to misunderstandings regarding the authority and management operations within the LLC.
  7. Member Count: Failing to enter the number of members or incorrectly stating this number can affect the filing fee and potentially the legal structure and taxation of the LLC.
  8. Omitting Signature and Date: The form must be signed and dated by the individual completing it. Neglecting to sign, date, or print the name and title of the signer can result in the outright rejection of the application.

Each of these mistakes can be easily avoided by carefully reviewing the Tennessee statutes related to LLCs, the specific instructions on the form, and ensuring all entries are accurate and complete before submission. Attention to detail in the filing process is essential to establish and operate an LLC successfully in Tennessee.

It’s advisable for individuals who are uncertain about any section of the form to seek guidance, either through the Secretary of State's office or legal assistance. This proactive approach can save time, resources, and potential legal complications, ensuring a smoother path to forming and operating an LLC within the state.

Documents used along the form

When forming a Limited Liability Company (LLC) in Tennessee, the Articles of Organization form SS-4270 serves as a fundamental document. However, to properly establish and maintain an LLC, several additional forms and documents are oftentimes required to meet legal and operational needs. These forms facilitate compliance, governance, and administrative tasks essential for the smooth operation of an LLC.

  • Operating Agreement: Though not filed with the state, this internal document outlines the ownership and member duties. It's crucial for delineating the operations of the LLC, including management structure and distribution of profits and losses.
  • Employer Identification Number (EIN) Application: Obtainable through the IRS, the EIN is necessary for tax purposes, hiring employees, and opening business bank accounts. It identifies the business in its federal tax filings.
  • Business Licenses and Permits: Depending on the nature and location of the LLC's operations, various industry-specific licenses and permits may be required at local, state, and federal levels.
  • Annual Report: Most LLCs need to file an annual report with the State of Tennessee, detailing current contact information and confirming the continuing existence of the business.
  • Amendment to Articles of Organization: Should there be any changes to the information initially provided in the Articles of Organization, such as a change in business address or management structure, an amendment form must be filed.
  • Dissolution Forms: If an LLC decides to cease operations, forms to officially dissolve the business must be filed with the state, ensuring all legal and tax obligations are satisfied.
  • Registered Agent Consent Form: If the LLC's registered agent changes, a consent form is typically required, indicating the new agent agrees to serve as the official recipient of legal documents on behalf of the LLC.

Each document plays a pivotal role in the lifecycle of an LLC, from inception through operational compliance and potential dissolution. Ensuring these documents are accurately prepared and timely filed supports the legal standing and operational efficiency of the LLC. Taking diligent steps to maintain up-to-date records and comply with regulatory requirements can prevent legal complications and promote the long-term success of the business.

Similar forms

The Tennessee Articles of Organization for a Limited Liability Company (LLC) share several similarities with the Certificate of Incorporation for a Corporation. Both documents serve as the initial filing with the state to legally form the respective business entity. They outline the basic structure, including the entity's name, principal address, and the registered agent's information. Furthermore, both documents denote the governance structure of the entity—whether an LLC will be member-managed or manager-managed, akin to a corporation’s designation of directors and officers. The filing of these documents with the relevant state authority, accompanied by the appropriate fee, is essential for the official existence of the business entity under state law.

Application for Name Reservation closely mirrors the name consent section in the LLC Articles of Organization. In both instances, a prospective entity may reserve or seek consent to use a name that is distinguishable from existing entities within the state. This ensures compliance with state regulations concerning business entity names, avoiding confusion and ensuring each entity maintains a unique identifier. The name reservation process or the name consent section requires submission of paperwork to the state and sometimes a fee, emphasizing the importance of a business's name as part of its legal and public identity.

The Operating Agreement for an LLC, while not filed with the state, complements the Articles of Organization. It details the operational and governance aspects of the LLC not covered in the Articles of Organization, such as member roles, voting rights, and profit distribution. The Articles lay the foundation for the LLC's existence under state law, while the Operating Agreement organizes the internal workings and member expectations. Both documents are crucial for clarity, function, and legal protection within the scope of managing the LLC.

Foreign LLC Application parallels the Articles of Organization when an already established LLC decides to operate in states beyond its original incorporation. This application discloses similar information, such as the business name, principal office, and registered agent, to comply with the new state's regulations. It signifies the extension of an LLC’s legal existence into jurisdictions outside its home state, necessitating adherence to both states' laws. This process ensures that an LLC remains in good standing across state lines, maintaining its rights and responsibilities as a business entity.

Annual Reports, required by many states for LLCs, indirectly relate to the ongoing accuracy of the information initially provided in the Articles of Organization. These reports typically update the state on any changes concerning addresses, management, and business activities, ensuring public records remain current. While the Articles of Organization mark the commencement of the business’s legal existence, Annual Reports maintain the continuity of its legal status, highlighting the dynamic nature of a business's relationship with state authorities.

The Articles of Amendment for an LLC bear resemblance to the Articles of Organization by formally documenting changes to the initial information filed with the state. Whether it's a change in the company name, address, or management structure, the Articles of Amendment update the state's records to reflect current details, maintaining the LLC's compliance and good standing. This adaptability underscores the evolving nature of businesses, allowing them to update their legal documentation as they grow and change over time.

Lastly, the Dissolution Documents for an LLC share a conceptual link with the Articles of Organization, as they formally conclude the business entity's legal existence with the state. Where the Articles of Organization bring the entity into being, the Dissolution Documents wind down its affairs, ultimately removing it from state records. This process involves settling debts, distributing remaining assets, and notifying the state that the LLC will no longer operate, thereby closing the loop on the entity's lifecycle.

Dos and Don'ts

When completing the Tennessee Articles of Organization form, there are specific dos and don'ts to keep in mind to ensure a smooth filing process. Here are seven key points to consider:

Dos:
  • Check the availability of your LLC name before filing to ensure it complies with Tennessee law and is distinguishable from existing business names.
  • Use the correct designation for your LLC, such as "Limited Liability Company", "LLC", or "L.L.C." in the name, as required by T.C.A. § 48-249-106.
  • Provide the complete and accurate address of the LLC’s initial registered agent and office located in Tennessee. Remember, a post office box is not acceptable for this purpose.
  • Indicate the LLC's management structure accurately by checking whether it will be Member Managed, Manager Managed, or Director Managed.
  • Include a business email address for official communications. This ensures you receive important notifications and reminders promptly.
  • Pay the correct filing fee, which is based on the number of members in the LLC at the time of filing, with a minimum of $300 and a maximum of $3,000.
  • Sign and date the form properly, and ensure the person executing the document indicates their capacity if signing in a role other than their individual capacity.
Don'ts:
  • Avoid submitting the form without the required signatures and without indicating the signer’s capacity, as this will lead to rejection.
  • Do not use a PO Box as the registered agent/office address or the principal office address. These must be physical addresses.
  • Avoid neglecting to check the appropriate boxes for specific designations like Non-Profit LLC, Professional LLC, or Series LLC, if applicable.
  • Do not leave the fiscal year close month blank unless you intend for it to default to December.
  • Do not forget to include an additional mailing address if official communications should be sent somewhere other than the principal office.
  • Avoid overlooking the need for written approval from the Tennessee Department of Financial Institutions or the Tennessee Department of Commerce & Insurance if your LLC’s name contains certain words like “bank” or “insurance”.
  • Do not file online if you wish to avoid the convenience fee associated with online payment methods; instead, opt for the “Print and Mail” option.

Misconceptions

When forming a Limited Liability Company (LLC) in Tennessee, it's crucial to fill out the Articles of Organization correctly. However, there are several common misconceptions about this process that can lead to confusion. Let's clarify ten of these misunderstandings to help ensure a smooth filing experience for prospective business owners.

  • Misconception 1: The e-filing system is mandatory. While e-filing is available and convenient through the Secretary of State's website, Tennessee does not require LLCs to file their Articles of Organization online. Applicants can also opt for print and mail submission or even walk-in submission if they prefer.

  • Misconception 2: A P.O. Box can be used for the registered agent’s address. The Articles of Organization require a physical address for the LLC's registered agent in Tennessee. A post office box is not considered acceptable for this requirement.

  • Misconception 3: The filing fee is the same for all LLCs. The filing fee varies based on the number of members the LLC has at the time of filing, with a minimum fee of $300 and a maximum of $3,000. However, if the LLC indicates it will not do business in Tennessee, the fee is set at $300 regardless of member count.

  • Misconception 4: Any type of LLC can be formed in Tennessee, regardless of specific business activities. Certain designations, like banks or insurance companies, require approval from respective Tennessee state departments before the Division of Business Services will accept the Articles of Organization for filing.

  • Misconception 5: The filing process doesn't require personal information about the members. While the basic form does not mandate disclosure of personal information about members, if the LLC is registered as an Obligated Member Entity, obligated members and signatures must be attached, revealing some personal details.

  • Misconception 6: Online payment methods for filing fees include no additional costs. When filing online and paying by credit or debit card, there is a convenience fee added to cover transaction costs, which is not the case for submissions by mail or in person.

  • Misconception 7: The name of the LLC does not need to include a specific designation. Tennessee law requires that the name of the LLC must contain "Limited Liability Company" or the abbreviation "LLC" or "L.L.C." to be accepted for filing.

  • Misconception 8: The Articles of Organization do not allow for delayed effectiveness. If desired, the document can specify that the LLC's existence begins on a future date, provided it's not more than ninety days from the filing date.

  • Misconception 9: An LLC must choose a fiscal year end of December. While December is the default fiscal year close month if none is specified, LLCs can choose another month that better suits their business operations.

  • Misconception 10: Completing the Articles of Organization is the final step in starting an LLC. While filing the Articles of Organization with the Tennessee Secretary of State is a key step, LLCs also need to comply with other federal, state, and local requirements, including obtaining any necessary licenses or permits and meeting annual reporting obligations.

Understanding these misconceptions and ensuring accurate completion of the Articles of Organization can help streamline the process of forming an LLC in Tennessee, allowing business owners to focus on growing their new ventures.

Key takeaways

When forming a Limited Liability Company (LLC) in Tennessee, it’s crucial to understand the process and requirements for filling out the Articles of Organization. This document is a foundational step in establishing an LLC’s legal structure within the state. Here are nine key takeaways for anyone looking to navigate this process effectively:

  • The filing of LLC Articles of Organization in Tennessee can be done through multiple channels: online (e-file), by mail, or in person. Each method has its own set of instructions and may come with different fees.
  • Accuracy and completeness are non-negotiable. The Tennessee Secretary of State's office will reject any Articles of Organization form that is incomplete, inaccurate, or illegibly filled out.
  • Choosing an LLC name requires adherence to specific regulations under T.C.A. § 48-249-106. The name must be distinguishable from other business entities already on file with the Tennessee Secretary of State.
  • An initial registered agent and office location within Tennessee must be designated in the Articles of Organization. This cannot be a post office box and must be a deliverable address according to United States Postal Service guidelines.
  • The form allows for specifying if the LLC will have a delayed effective date, up to 90 days from the filing date. This can be used for strategic legal or financial planning.
  • LLCs must indicate whether they will be member-managed, manager-managed, or director-managed. This decision impacts the governance structure of the LLC.
  • A fiscal year close month must be provided, which dictates when the LLC's fiscal year ends and, consequently, when certain financial reports are due. The default is December if not specified.
  • The filing fee for the Articles of Organization in Tennessee varies based on the number of members the LLC has at the time of filing, with a minimum of $300 and a cap of $3,000. This fee structure is unique and specific to the formation of LLCs within the state.
  • The form offers space for other provisions that may not be required but can include essential details about the LLC, such as its purpose, the names of its members, and management structure. This section allows for flexibility to include additional information that may be pertinent to the LLC's operation and legal standing.

Understanding these aspects of the Articles of Organization can significantly streamline the process of forming an LLC in Tennessee. It ensures not only compliance with the state’s legal requirements but also lays a solid foundation for the business’s operational, management, and governance structure moving forward.

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