Get Tennessee Articles Organization Template in PDF
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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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:
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•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)
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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. §
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. §
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. §
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
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•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)
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)
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. §
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.
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. §
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
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
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ARTICLES OF ORGANIZATION |
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LIMITED LIABILITY COMPANY |
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BUSINESS SERVICES DIVISION
Tre Hargett, Secretary of State
State of Tennessee
312 ROSA L. PARKS AVE, 6TH FL.
NASHVILLE, TN
(615)
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. §
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: |
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State: |
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Zip Code: |
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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: |
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Time: |
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Month |
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Day |
Year |
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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: |
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State: |
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Zip Code: |
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County: |
Business Email:
Rev. 12/19 |
RDA 2458 |
ARTICLES OF ORGANIZATION |
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LIMITED LIABILITY COMPANY |
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BUSINESS SERVICES DIVISION
Tre Hargett, Secretary of State
State of Tennessee
312 ROSA L. PARKS AVE, 6TH FL.
NASHVILLE, TN
(615)
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: |
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State: |
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Zip Code: |
12.
I certify that this entity is a
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. §
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: |
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Month |
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Day |
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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 |
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Signature |
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Signer’s Capacity (if other than individual capacity) |
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Name (printed or typed) |
Rev. 12/19 |
RDA 2458 |
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.
- 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.
- 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.
- If your LLC operates under a special designation (e.g., Non-profit LLC, Professional LLC), indicate this by entering the appropriate term.
- 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.
- Indicate the close month of your LLC's fiscal year. If left blank, December will be automatically set as the fiscal year-end.
- 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.
- Select the management style of your LLC: Member Managed, Manager Managed, or Director Managed.
- Enter the number of members of the LLC at the date of filing. If not specified, it will default to one.
- Check the appropriate box to indicate the duration of the LLC's existence: Perpetual or until a specific end date.
- 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.
- If necessary, enter a different mailing address where communications should be sent.
- For a Non-profit LLC, check the corresponding box to certify compliance as stated.
- If a Professional LLC, certify that qualified individuals are members and provide the licensed profession.
- For a Series LLC, check the box to confirm it meets specific requirements.
- If your LLC will be an Obligated Member Entity, indicate this and understand the implications.
- Check if the LLC is prohibited from doing business in Tennessee and understand the meaning.
- 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:
- Contain the phrases “Limited Liability Company,” “LLC,” or “L.L.C.”
- Be distinguishable from the names of other business entities already on file with the Tennessee Secretary of State.
- Not include terms that require additional approvals without obtaining such approvals (e.g., “bank,” “insurance”).
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.
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.
< direction="rtl">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:
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.