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When businesses in Tennessee need to make official changes to their Articles of Organization, the SS-4247 form serves as a critical document in the process. This form, designated for Limited Liability Companies (LLCs) operating within the state, is filed with the Corporate Filings Section of the Tennessee Department of State. It covers several types of amendments, indicating the flexibility and responsiveness of LLC structures to evolving business needs. The form outlines options for when the amendments can take effect – either immediately upon filing or at a specified future date and time, provided it's no later than 90 days after filing, giving companies control over the timing of changes. It allows for modifications such as changes in the company name, principal and registered addresses, as well as the registered agent. Additionally, it caters to more unspecified alterations that the company might need to register. The process for adopting these amendments can vary, requiring approval either from the board of governors or the members of the LLC, depending on the nature of the change and the governing provisions of the Tennessee Limited Liability Company Act or the Tennessee Revised Limited Liability Company Act under which the company operates. A nominal filing fee accompanies this bureaucratic but necessary step towards maintaining an LLC's compliance and ensuring its public records are up to date. This procedure not only helps in aligning the LLC's operational realities with its legal documents but also in safeguarding the transparency and accountability mechanisms that benefit the broader business environment in Tennessee.

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For Office Use Only

ARTICLES OF AMENDMENT

TO ARTICLES OF ORGANIZATION

Corporate Filings

(LLC)

312 Eighth Avenue North

6th Floor, William R. Snodgrass Tower

Nashville, TN 37243

LIMITED LIABILITY COMPANY CONTROL NUMBER (IF KNOWN)

PURSUANT TO THE PROVISIONS OF §48-209-104 OF THE TENNESSEE LIMITED LIABILITY COMPANY ACT OR §48-249-204 OF THE TENNESSEE REVISED LIMITED LIABILITY COMPANY ACT, THE UNDERSIGNED ADOPTS THE FOLLOWING ARTICLES OF AMENDMENT TO ITS ARTICLES OF ORGANIZATION:

PLEASE MARK THE BLOCK THAT APPLIES:

AMENDMENT IS TO BE EFFECTIVE WHEN FILED BY THE SECRETARY OF STATE.

AMENDMENT IS TO BE EFFECTIVE

 

,

 

(DATE)

 

(TIME).

 

 

 

 

(NOT TO BE LATER THAN THE 90TH DAY AFTER THE DATE THIS DOCUMENT IS FILED.) IF NEITHER BLOCK IS CHECKED, THE AMENDMENT WILL BE EFFECTIVE AT THE TIME OF FILING.

1.PLEASE INSERT THE NAME OF THE LIMITED LIABILITY COMPANY AS IT APPEARS ON RECORD:

IF CHANGING THE NAME, INSERT THE NEW NAME ON THE LINE BELOW:

2. PLEASE INSERT ANY CHANGES THAT APPLY:

 

A. PRINCIPAL ADDRESS:

 

 

 

 

 

 

 

 

 

 

 

STREET ADDRESS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CITY

STATE/COUNTY

 

ZIP CODE

 

B. REGISTERED AGENT:

 

 

 

 

 

 

 

 

 

C. REGISTERED ADDRESS:

 

 

 

 

 

 

 

 

STREET

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TN

 

 

 

 

 

 

CITY

STATE

ZIP CODE

COUNTY

 

 

D. OTHER CHANGES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3. THE AMENDMENT WAS DULY ADOPTED ON

 

 

 

 

 

 

 

 

 

 

 

MONTH

DAY

YEAR

(If the amendment is filed pursuant to the provision of §48-209-104 of the TN LLC Act, please also complete the following by checking one of the two boxes:) AND THE AMENDMENT WAS DULY ADOPTED BY THE

BOARD OF GOVERNORS WITHOUT MEMBER APPROVAL AS SUCH WAS NOT REQUIRED MEMBERS

SIGNER’S CAPACITY

 

SIGNATURE

 

 

 

 

 

NAME OF SIGNER (TYPED OR PRINTED)

SS-4247 (REV. 01/06)

Filing Fee: $20.00

RDA 2458

Document Data

Fact Detail
Form Name Articles of Amendment to Articles of Organization
Form Number SS-4247
Purpose For amending Articles of Organization of a Limited Liability Company (LLC) in Tennessee
Applicable Law Tennessee Limited Liability Company Act (§48-209-104) or Tennessee Revised Limited Liability Company Act (§48-249-204)
Administration Office Corporate Filings, 6th Floor, William R. Snodgrass Tower, 312 Eighth Avenue North, Nashville, TN 37243
Filing Fee $20.00
Effective Date Options Effective when filed by the Secretary of Sta

Detailed Guide for Using Tennessee Ss 4247

Filling out the Tennessee SS 4247 form is a critical step for limited liability companies looking to amend their Articles of Organization. This process is necessary for officially registering changes such as company name adjustments, updates in principal addresses, changes in registered agents or addresses, and other significant modifications. To ensure that the amendment is processed smoothly and effectively, it's important to follow the steps meticulously and submit the form correctly. Below is a straightforward guide to help you complete the form.

  1. Control Number: If known, insert the Limited Liability Company's control number at the top of the form for office use.
  2. Effectiveness of the Amendment: Decide when the amendment will take effect. If you want it to be effective immediately upon filing by the Secretary of State, mark the first block. If you prefer a specific date and time (up to 90 days after filing), mark the second block and specify the date and time. If no block is selected, the amendment will be effective at the time of filing by default.
  3. Company Name: Write the current name of the limited liability company as it appears on record. If the amendment includes changing the company's name, write the new name below the current name.
  4. Insert Changes:
    • A. Principal Address: Provide the new street address, city, state/county, and ZIP code.
    • B. Registered Agent: Specify if there is a change in the registered agent.
    • C. Registered Address: Enter the new registered address including street, TN, city, state, ZIP code, and county.
    • D. Other Changes: Detail any other amendments being made to the Articles of Organization.
  5. Adoption Date: Indicate the month, day, and year when the amendment was officially adopted.
  6. Adoption Method: Check one of the boxes to indicate whether the amendment was adopted by the board of governors without member approval (as such was not required) or by the members themselves.
  7. Signature and Identification: The individual completing the form must indicate their capacity (e.g., member, manager), sign the form, and type or print their name.

Once the form is completed, don’t forget to attach the filing fee of $20.00. Review all sections for accuracy to avoid delays or rejections. The fully completed form should be sent to the address provided at the top of the form to ensure it reaches the Corporate Filings section of the Tennessee Secretary of State. Submitting this form is a formal step in keeping your company's records current with the state, so taking the time to fill it out correctly is crucial.

Important Questions on This Form

What is the Tennessee SS-4247 form used for?

The Tennessee SS-4247 form is designed for the purpose of amending the Articles of Organization for a Limited Liability Company (LLC) in Tennessee. It allows LLCs to officially document changes such as alterations to the company name, principal address, registered agent, or any other modification that affects the company's initial registration details.

When should an LLC file an SS-4247 form?

An LLC should file the SS-4247 form when it needs to update or amend its Articles of Organization. Common reasons include changing the LLC's name, principal business address, registered agent information, or when making other significant alterations to the company's official record.

What are the filing requirements for the SS-4247 form in Tennessee?

To file the SS-4247 form in Tennessee, the following steps must be completed:

  1. Fill out the form with accurate details on the amendments being made.
  2. Decide on the effective date of the amendment; this can be the filing date or a specific date within 90 days after filing.
  3. Include the filing fee of $20.00 with the submission.
  4. Send the completed form and fee to the Corporate Filings division at the specified address in Nashville, TN.

Can the effective date of an amendment be delayed?

Yes, the effective date of an amendment can be specified on the form to occur later than the filing date, provided it is not more than 90 days after the form is filed. If no date is specified, the amendment becomes effective at the time of filing.

How can an LLC change its name using the SS-4247 form?

To change an LLC's name, fill out the SS-4247 form by providing the current name of the LLC as recorded and then include the new name in the designated area on the form. Ensure compliance with all Tennessee regulations for LLC names when selecting a new one.

What are the costs associated with filing the SS-4247 form?

The filing fee for the SS-4247 form is $20.00. This fee is payable to the Tennessee Secretary of State and must be included with the submission of the form for the amendment to be processed.

How does an LLC amend its registered agent or office address using the SS-4247 form?

To amend the registered agent or office address of an LLC, accurately fill in the respective sections on the SS-4247 form with the new information. Identify changes to the agent's name or address as required, ensuring all provided details are current and accurate.

Who can sign the Tennessee SS-4247 form?

The SS-4247 form must be signed by a person authorized to do so on behalf of the LLC, typically an officer or a member of the LLC. The signer must indicate their capacity (e.g., member, manager) alongside their signature and typed or printed name.

Where should the completed SS-4244 form be sent?

The completed form, along with the $20.00 filing fee, should be sent to:

  • Corporate Filings (LLC)
  • 312 Eighth Avenue North
  • 6th Floor, William R. Snodgrass Tower
  • Nashville, TN 37243

Common mistakes

Filling out the Tennessee SS-4247 form, which pertains to amending articles of organization for a Limited Liability Company (LLC), often involves careful attention to detail. Despite the form's straightforward appearance, there are common mistakes that individuals make during the submission process. Being aware of these pitfalls can help ensure that amendments are filed accurately and efficiently.

One frequent error involves the failure to check the effective date of the amendment. The form provides two options for when the amendment will take effect: upon filing by the Secretary of State or at a specified date and time (not to be later than the 90th day after the document is filed). Many individuals overlook the necessity of making this choice, resulting in unintended effective dates for their amendments.

  1. Omitting the control number, if known, can delay processing. The form has a specific field for the LLC's control number. When this is left blank, it may slow down the identification and amendment of the LLC's records.
  2. Not inserting the name of the LLC exactly as it appears on record is another common mistake. Accuracy is critical here because any discrepancy can lead to questions regarding the entity's identity.
  3. Changing the LLC's name without correctly filling the new name in the designated area may also lead to confusion. It's essential to clearly indicate any name change in the space provided.
  4. Failure to accurately report changes in the principal address or registered agent and address can invalidate the amendment or cause significant delays in communication.
  5. Some filers neglect to detail the other changes being made, under 'other changes.' It's imperative to enumerate any additional amendments being applied to the Articles of Organization to ensure they are properly recorded.
  6. Another oversight is not specifying how the amendment was adopted, either by the board of governors without member approval or by the members. This detail is crucial for the legality of the amendment process.
  7. Lastly, not including the required filing fee with the submission, or submitting an incorrect amount, can halt the entire amendment process. The form clearly states the fee, and adherence to this requirement is essential.

Avoiding these common errors requires a thorough review of the form before submission. Filers should ensure that all applicable sections are completed and that the document reflects the intended changes accurately. Additionally, paying close attention to the instructions regarding the effective date of the amendment, how it was adopted, and the accompanying filing fee can prevent unnecessary delays. By attentively navigating these areas, individuals can facilitate a smoother amendment process, maintaining their LLC's compliance and operational efficiency.

Documents used along the form

When handling the Articles of Amendment to Articles of Organization (SS-4247 form) in Tennessee for a limited liability company (LLC), several other forms and documents often come into play. These documents are integral to making sure your LLC remains compliant and up-to-date with the Tennessee Secretary of State and any other relevant regulatory bodies. Knowing what these documents are and how they function in conjunction with the SS-4247 form can streamline the process for LLCs looking to amend their foundational documentation.

  • Articles of Organization (SS-4270): This is the initial filing document required to form an LLC in Tennessee. It establishes the basic structure and purpose of the LLC. Amendments often reference information outlined in the original Articles of Organization.
  • Annual Report (SS-4255): Tennessee LLCs must file an annual report with the state. This report keeps the company’s public information, such as addresses and management structure, current.
  • Change of Registered Agent/Office (SS-4225): If the amendments include changes to the registered agent or office, this form specifically updates those details with the state.
  • Name Reservation (SS-9425): Before amending to a new name, an LLC may need to reserve the intended new name to ensure it's available. This reservation holds a name for a set period.
  • Amendment to Assumed Name (SS-4402): If the LLC operates under a name different from its legal name, and this name changes, this form updates the assumed name records.
  • Certificate of Existence: Sometimes accompanying amendments, a Certificate of Existence (or Good Standing) might be required to prove the LLC is active and compliant with state requirements.
  • Operating Agreement Update: Though not filed with the state, amending the Articles of Organization often necessitates updates to the LLC’s internal operating agreement to reflect changes.
  • Dissolution Documents: If amending the Articles to dissolve the LLC, specific dissolution documents will be needed to finalize the termination of the entity with the state.

Completing and filing the SS-4247 form is a critical step for Tennessee LLCs looking to amend their foundational documents. However, navigating the additional documents that may be needed alongside this form can be just as essential. Keeping track of these forms ensures that all modifications are reflected accurately in both state records and the internal governance of the LLC. Proper attention to these forms helps maintain legal compliance and smooth operational transitions for any amendments made.

Similar forms

The Tennessee SS 4247 form, a document for amending the Articles of Organization of a Limited Liability Company (LLC), shares similarities with several other essential documents used within the sphere of corporate governance and compliance. One such document is the "Articles of Incorporation" for corporations. While the Articles of Incorporation serve as the foundational document that establishes a corporation's existence under state law, the SS 4247 serves a similar purpose for LLCs, albeit for the purpose of amendment. Both documents formalize changes within the governance structure or operational details of a business entity but are distinguished by the type of entity they apply to – LLCs for the SS 4247 and corporations for the Articles of Incorporation.

Another document bearing resemblance to the SS 4247 is the "Bylaws Amendment Form" used by both LLCs and corporations. Where the SS 4247 facilitates changes to an LLC’s Articles of Organization, a Bylaws Amendment Form enables an entity to revise or update its bylaws, the internal rules governing the management of the entity. Although they modify different documents, both are crucial for documenting and legitimizing governance adjustments or policy updates, ensuring they are recognized by state authorities and other stakeholders.

The "Certificate of Amendment" document shares a direct purpose with the SS 4247 form but is more broadly applicable across various business entities, including corporations. Like the SS 4247, a Certificate of Amendment is submitted to a state's secretary of state or an equivalent authority to officially register changes to a company's foundational legal documents. This certificate can cover a range of amendments, such as changes in the corporate name, business purpose, or stock information, similarly to how the SS 4247 documents changes in an LLC’s foundational agreements.

Similarly, the "Statement of Information" form, required periodically by various states, resembles the SS 4247 in that both are informational filings with the state. While the SS 4247 specifically amends an LLC's Articles of Organization, a Statement of Information may update the state on changes regarding an entity’s address, directors, or officers. Though the latter doesn't necessarily amend the original articles or bylaws, it plays a pivotal role in keeping the state informed of current operational and governance conditions.

Finally, the "Foreign Qualification Application" has parallels with the SS 4247 form, particularly for LLCs expanding operations across state lines. This application, much like an amendment, informs a new state of an existing LLC's intention to transact business within its jurisdiction, providing essential details about the entity’s structure and governance similar to those found in domestic organizational documents. While serving different functions—one for amending internal documents and the other for expanding business into new territories—both require detailed disclosures about the LLC’s operation and governance to state regulatory authorities.

Dos and Don'ts

When filling out the Tennessee SS-4247 form, which is crucial for documenting any amendments to the Articles of Organization of a limited liability company (LLC), ensuring accuracy and compliance with state requirements is key. To aid in this process, here are seven dos and don'ts that should be followed:

  • Do ensure that you have the correct form, specifically designed for amendments to the Articles of Organization for LLCs under Tennessee law.
  • Do double-check that the name of the limited liability company is written exactly as it appears in the original filing documents to avoid any discrepancies or processing delays.
  • Do clearly indicate any and all changes in the provided sections, ensuring that if the company's name is changing, the new name is provided in the space allocated.
  • Do make sure to select the appropriate effective date of the amendment, whether it is the date of filing or a specific date (not to exceed 90 days after the filing date).
  • Do include the amendment adoption date and specify whether the amendment was adopted by the board of governors without member approval or by the members themselves, as required.
  • Don't forget to sign and print your name in the designated areas at the bottom of the form, confirming your capacity beside your signature.
  • Don't neglect the payment of the filing fee, which is essential for the processing of the amendment application. Ensure that the correct amount, $20.00, is included with your submission.

By adhering to these guidelines, you can facilitate a smoother amendment process, ensuring that your limited liability company's records are updated accurately and in compliance with Tennessee state law.

Misconceptions

Individuals and businesses often encounter misconceptions about legal documents, including Tennessee's SS-4247 form, which is crucial for amending the Articles of Organization for a Limited Liability Company (LLC). Understanding these misconceptions is vital for ensuring that amendments to an LLC's foundational documents are processed accurately and effectively. Below are ten common misconceptions about the Tennessee SS-4247 form:

  • It’s only for name changes: While the SS-4247 form can be used to change an LLC's name, it's also applicable for other amendments to the Articles of Organization, such as changing the principal address, registered agent, or any other changes to the company's organization that need to be officially recorded.
  • No need for member approval: A common misconception is that amendments can be made without member approval. Depending on the nature of the amendment and the LLC’s operating agreement, member approval may be necessary, especially if it affects members' rights or obligations.
  • Immediate effectiveness is guaranteed: The form allows for the amendment to be effective when filed or at a specified future date (not later than the 90th day after filing). That does not mean the change is immediate upon submission; processing times can vary, and if a future effective date is not specified, it defaults to the filing date.
  • It's only relevant under the Tennessee LLC Act: The form references both the Tennessee Limited Liability Company Act and the Tennessee Revised Limited Liability Company Act. It's applicable under both, highlighting the importance of knowing under which act your LLC is governed.
  • Filing online is always an option: While many forms and applications can be submitted online for convenience, it is essential to verify whether the SS-4247 must be mailed or can be filed online, as filing procedures can change.
  • No filing fee is required: There is a misconception that submitting the SS-4247 form is free. However, a $20.00 filing fee is required with the submission of this form to the Tennessee Secretary of State's office.
  • Any changes can be made with this form: While the SS-4247 form is versatile, it's designed specifically for amendments to the Articles of Organization. Other changes, such as dissolution or withdrawal, require different forms and procedures.
  • Unlimited amendments can be made at once: There is often confusion about how many changes can be made to the LLC's Articles of Organization at one time with the SS-4247 form. It's best to clarify this with the Secretary of State’s office, as there might be restrictions or additional requirements depending on the extent of amendments being filed.
  • Personal information is required: The form requires the name of the signer and their capacity, but it does not require personal information like a Social Security number. Misunderstandings about required information can lead to unnecessary concerns over privacy.
  • All sections must be completed: It’s a common error to believe every section of the form must be filled out. In reality, only the sections relevant to the amendments being made need to be completed. Overfilling or providing unnecessary information can lead to confusion and processing delays.

Ensuring that you have accurate information and a clear understanding of the purpose and requirements of the Tennessee SS-4247 form is essential for the proper management and amendment of an LLC's Articles of Organization. Always refer to the most current form and guidelines provided by the Tennessee Secretary of State to avoid these common misconceptions.

Key takeaways

Understanding and correctly filing the Tennessee SS-4247 form, which is used for Articles of Amendment to Articles of Organization for Limited Liability Companies (LLC), is crucial for businesses looking to make amendments to their organizational structure or information. Here are nine key takeaways about filling out and using this form:

  • Identification of the LLC: It's essential to accurately insert the name of the Limited Liability Company as it currently appears on record. If the amendment includes a name change, the new name should be clearly indicated.
  • Effective Date of the Amendment: The amendment can be made effective upon filing or at a specific date and time, not to exceed 90 days from the filing date. If no choice is indicated, it will be effective at the time of filing.
  • Amendment Details: Carefully outline any and all changes being made, including changes to the principal address, registered agent, and registered address. If there are additional changes, these should be explicitly described.
  • Filing Fee: There is a $20.00 filing fee associated with the SS-4247 form. Ensuring the correct amount is submitted with the document is crucial for successful processing.
  • Adoption of Amendments: Clarify the adoption process of the amendment—whether it was adopted by the board of governors without member approval or by the members themselves. This distinction is important for the legal validity of the document.
  • Signature Requirements: The form must be signed by an authorized member or officer of the LLC. The signer’s capacity, along with their printed name, must be clearly indicated to validate the form.
  • Accurate Address Information: Both the principal and registered addresses must be complete and accurate, including street address, city, state, and zip code. This information is crucial for official communications.
  • Corporate Filings Location: The completed form should be sent to Corporate Filings, LLC, 312 Eighth Avenue North, 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243. It's important to address it correctly to avoid any processing delays.
  • Compliance with Tennessee Law: The form is designed in adherence to §§48-209-104 and 48-249-204 of the Tennessee Limited Liability Company Act and the Tennessee Revised Limited Liability Company Act, respectively. Ensuring that the amendments comply with these provisions is critical for legal compliance.

Accurately completing and submitting the Tennessee SS-4247 form is key to properly amending your LLC’s Articles of Organization. It’s advised to consult with a legal professional to ensure compliance with all applicable laws and regulations.

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