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Embarking on a business venture in Tennessee requires navigating through an array of procedural steps, one of which includes the registration of a limited liability partnership (LLP). The Tennessee SS 4482 form plays a pivotal role in this process, acting as the initial step towards legally establishing an LLP within the state. Tailored to meet the specifications set forth by the Tennessee Revised Uniform Partnership Act, Section 61-1-1001, this form is designed for domestic applications and is a requisite for partnerships aiming to secure the LLP status. It mandates detailed information including the partnership's name—which must comply with naming conventions such as including "Registered Limited Liability Partnership" or an abbreviation thereof, the primary office address, a registered agent, and the nature of the business, among other things. The registration comes with a filing fee that is calculated based on the number of partners, with a minimum and maximum limit set to ensure fairness and accessibility. Whether the LLP has been in operation pre-July 1995 or is a new entity determines certain additional requirements, highlighting the form’s adaptability to various partnership scenarios. Furthermore, the option to delay the filing’s effective date grants applicants the flexibility to align their legal formalization with their operational readiness. Given its comprehensive approach to legal documentation, the SS 4482 form is an essential tool for partnerships in Tennessee, streamlining the process to gain limited liability protection while ensuring compliance with state laws.

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APPLICATION FOR REGISTRATION LIMITED LIABILITY PARTNERSHIP - DOMESTIC (SS-4482)

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 = $250, maximum fee = $2,500)

For Ofice Use Only

Pursuant to the provisions of the Tennessee Revised Uniform Partnership Act, Section 61-1-1001, the undersigned partner(s) hearby applies (apply) for status as a registered limited liability partnership:

1. The name of the limited liability partnership is:

(Note: Pursuant to Section 61-1-1003, each limited liability partnership name must contain the words “Registered Limited Liability Partnership” or the abbreviation “LLP” or “L.L.P.”)

2a. The complete address of the principal ofice is:

Physical Street Address:

City:

 

ST:

 

Zip

 

County:

2b. The mailing address (if different from the physical street address) is:

Mailing Address:

City:

 

ST:

 

Zip

 

County:

3. The name of the registered agent and complete registered ofice address in Tennessee is:

Agent’s name:

Registered Ofice Street Address:

City:

 

ST:

 

Zip

 

County:

4.A brief statement of the business in which the partnership is engaged:

5.Other provisions:

6.If applicable, this limited liability partnership has the additional designation of:

7. If the document is not to be effective upon iling by the Secretary of State, the delayed effective

date/time is:

 

(date),

(time).

 

 

 

 

 

(Note: A delayed effective date may not be later than the 90th day after the date this document is iled by the Secretary of State.)

8. This limited liability partnership, which was previously formed onhereby elects to be

governed by the Tennessee Limited Liability Partnership Act. (Applies only to limited liability partnerships cre- ated prior to July 1, 1995)

9. The number of partners at the time of iling:

(Note: The application must be executed by one or more authorized partners. Attach additional sheet if neccessary)

Partner’s Signature

Printed Name

Partner’s Signature

Printed Name

Signature Date

Signature Date

SS-4482 (07/14)

*Note: Pursuant to T.C.A. § 10-7-503 all information on this form is public record.

RDA 2515

Document Data

Fact Number Fact Detail
1 The form's specific purpose is for the application for registration of a Domestic Limited Liability Partnership in Tennessee.
2 The filing fee for the form SS-4482 is $50.00 per member, with a minimum fee of $250 and a maximum fee of $2,500.
3 This form is governed by the provisions of the Tennessee Revised Uniform Partnership Act, specifically Section 61-1-1001.
4 All registered limited liability partnership names in Tennessee must include “Registered Limited Liability Partnership,” or the abbreviation “LLP” or “L.L.P.” as mandated by Section 61-1-1003.
5 It requires the detailed information of the partnership's principal office and, if applicable, a separate mailing address.
6 The form must contain the name and complete address of the registered agent in Tennessee.
7 Information provided on this form is public record in accordance with T.C.A. § 10-7-503.

Detailed Guide for Using Tennessee Ss 4482

Filing the Tennessee SS-4482 form is a crucial step for partners who wish to register their partnership as a limited liability partnership (LLP) within the state. This form is designed to collect essential information about the partnership, including its name, addresses, the nature of its business, and the designated number of partners. Given the form's importance in establishing a partnership's legal standing and responsibilities, accuracy, and attention to detail cannot be overstressed. Below is a straightforward guide on how to fill out this form correctly.

  1. Partnership Name: Enter the official name of the partnership, ensuring it includes “Registered Limited Liability Partnership,” “LLP,” or “L.L.P.” as required by law.
  2. Principal Office Address: Provide the complete physical street address of the partnership's principal office, including city, state, zip code, and county.
  3. If the partnership's mailing address differs from the principal office address, enter the mailing address, city, state, zip code, and county.
  4. Under the section for the registered agent’s information, fill in the name of the agent and the complete address of the registered office in Tennessee, including city, state, zip code, and county.
  5. Describe the nature of the business the partnership engages in, keeping the description brief but informative.
  6. If there are other provisions or special conditions that apply to the partnership, specify them in the provided section.
  7. For partnerships that require an additional designation or have preferences regarding the effective date of their filing, specify these in the sections provided for additional designation and delayed effective date/time, respectively.
  8. For partnerships formed before July 1, 1995, that wish to be governed by the Tennessee Limited Liability Partnership Act, acknowledge this by filling out the relevant section.
  9. Enter the number of partners at the time of filing.
  10. Ensure that authorized partner(s) sign and print their names at the bottom of the form. If more space is needed for multiple partners, attach an additional sheet with their signatures and printed names.
  11. Lastly, remember to include the filing fee based on the number of partners, subject to the minimum and maximum amounts stated on the form.

After completing these steps, the form should be reviewed for accuracy and completeness before submitting it to the Tennessee Secretary of State's office along with the appropriate filing fee. Ensuring correct and thorough completion of the form will facilitate a smooth filing process.

Important Questions on This Form

What is the purpose of the Tennessee SS-4482 form?

The Tennessee SS-4482 form is used to apply for registration as a Domestic Limited Liability Partnership (LLP) in the state of Tennessee. It's a necessary step for partners who wish to benefit from the status of an LLP, which includes limited liability protection for each partner's personal assets against the debts and obligations of the partnership. The form outlines key details about the partnership, such as its name, office addresses, and the nature of its business.

What information is required when filling out the SS-4482 form?

To complete the SS-4482 form, several pieces of information about the partnership are required, including:

  1. The official name of the limited liability partnership, which must include “Registered Limited Liability Partnership,” “LLP,” or “L.L.P.”
  2. The physical and (if applicable) mailing addresses of the partnership's principal office.
  3. The name and address of the partnership’s registered agent in Tennessee, who will receive legal and government communications on behalf of the LLP.
  4. A brief statement describing the business activities of the partnership.
  5. Any other provisions the partners deem necessary to include.
  6. If applicable, any additional designations the partnership has.
  7. The delayed effective date of the filing, if it is not to be effective upon filing by the Secretary of State.
  8. The number of partners at the time of filing and the signatures of at least one authorized partner.

What are the filing fees for the SS-4482 form?

The filing fees for the SS-4482 form depend on the number of partners within the limited liability partnership. The cost is $50.00 per partner, with a minimum fee of $250.00 and a maximum fee set at $2,500. This fee structure ensures that the formation cost is proportional to the size of the LLP, making registration accessible for smaller partnerships while accommodating larger entities.

How is the SS-4482 form submitted?

The SS-4482 form can be submitted to the Secretary of State’s office in Tennessee through mail or in person. Submissions should be directed to the Business Services Division at the Secretary of State, located at 312 Rosa L. Parks Avenue, 6th Floor, Nashville, TN 37243-1102. It's important to ensure that all required sections of the form are accurately completed and that the appropriate filing fee is included with the submission to avoid delays.

Common mistakes

Filling out the Tennessee SS-4482 form, an application for the registration of a limited liability partnership, demands careful attention to detail. Common mistakes can lead to delays or even the rejection of the application. Below are four frequent errors to avoid:

  1. Incorrect or Incomplete Naming Conventions: The form mandates that the name of the limited liability partnership must include the words "Registered Limited Liability Partnership," or the abbreviation "LLP" or "L.L.P." Neglecting these requirements is a widespread mistake. Accuracy in the partnership's name is crucial for legal recognition and protection.
  2. Misidentifying the Principal Office Address: The form requires both the physical and, if applicable, the mailing address of the partnership's principal office. Often, applicants mistakenly provide incomplete addresses or use a P.O. Box for the physical address, which is not acceptable. The physical street address must be detailed, including the city, state, and zip code, to ensure the partnership is correctly registered with the state.
  3. Failure to Adequately Describe the Business: Item 4 on the form asks for a brief statement of the business in which the partnership is engaged. A common oversight is giving too vague a description or omitting this information altogether. Providing a clear and concise description is vital for the state to understand the nature of the partnership's activities.
  4. Omitting the Registered Agent Information: The name and complete office address of the registered agent in Tennessee must be provided. This agent is essential as the state and legal entities use them as a point of contact. Oftentimes, applicants forget to include this information or provide incorrect details. The registered agent must have a physical address within Tennessee; P.O. Boxes are not permitted.

Understanding and avoiding these common mistakes can streamline the process of registering a limited liability partnership in Tennessee. It’s always recommended to review the application several times and, if necessary, seek professional advice to ensure that all the information provided is accurate and complete. The state's requirements are designed to ensure legal compliance and to facilitate the smooth operation of partnerships within its jurisdiction.

Failure to adhere to these guidelines can not only delay the application process but may also impact the legal standing and operation of the partnership. Thus, taking the time to fill out the SS-4482 form correctly is a worthwhile investment for any partnership seeking to do business in Tennessee.

Documents used along the form

When filing the Tennessee SS-4482 form, also known as the Application for Registration Limited Liability Partnership - Domestic, several other documents are typically required to successfully register a limited liability partnership (LLP) in Tennessee. The process involves a detailed submission to ensure that the LLP is legally recognized and can operate within the state. Here are four commonly used documents:

  • Operating Agreement: While not filed with the state, an operating agreement is crucial as it outlines the LLP's internal management structure, including the distribution of profits, losses, and the roles and responsibilities of each partner. This document serves as a private contract amongst partners.
  • Articles of Amendment: Should there be any changes to the information provided in the SS-4482 form after filing, such as changes in the partnership's name, address, or the registered agent details, an Articles of Amendment form must be filed. This document ensures that the state has the most current information about the LLP.
  • Annual Report: Tennessee requires LLPs to file an annual report with the Secretary of State. This report updates the state on critical information about the partnership, including addresses and the identification of partners, helping maintain the LLP's good standing status.
  • Statement of Termination: If the LLP decides to dissolve, a Statement of Termination needs to be filed. This document officially ends the existence of the LLP within the state and notifies the public and creditors of its cessation.

These documents, along with the Tennessee SS-4482 form, play integral roles in the lifecycle of an LLP, from formation to potential dissolution. Understanding the purpose and requirement of each helps ensure that your LLP complies with Tennessee state laws and operates smoothly. It's always advisable to consult with legal professionals or financial advisors to ensure accurate and compliant filings.

Similar forms

The "Articles of Organization for a Limited Liability Company (LLC)" is quite similar to the Tennessee Ss 4482 form used for registering a limited liability partnership (LLP) in Tennessee. Both forms serve as a registration document with the state to legally establish the entity, detailing essential information such as the business name, principal office address, and the registered agent's name and address. While an LLC is a separate type of business entity from an LLP, the process encapsulated by both forms fundamentally aim to formally recognize these entities within the state's legal and regulatory framework, ensuring they are granted the specific benefits and obligations corresponding to their business structure.

The "Statement of Information" form, frequently required by state authorities for various business entities, shares purposes with the Tennessee Ss 4482 form. It typically includes details about a business entity's officers, directors, and sometimes members or partners, similar to how the Ss 4482 form collects information about the partners in an LLP. Although the content and specific requirements may differ—the Statement of Information often being an ongoing requirement while the Ss 4482 is for initial registration—both documents facilitate state oversight by providing a current record of the entity's organizational structure and contact information.

Another document displaying notable similarities to the Tennessee Ss 4482 is the "Application for Employer Identification Number (EIN)" submitted to the Internal Revenue Service (IRS). This application is necessary for tax identification purposes and involves providing information about the entity's responsible party, structure, and business activities. Like the Ss 4482, it's a foundational step in the entity's formal establishment, crucial for compliance and operational purposes in the financial realm, although it's more focused on federal tax obligations compared to the state-level regulatory focus of the Ss 4482.

The "Foreign Qualification Application" bears resemblance to the Ss 4482 form, as it's required for businesses looking to operate in a state different from where they were initially registered. While the Ss 4482 is for domestic LLPs in Tennessee, foreign qualification applications are necessary for LLPs formed in one state but seeking to legally conduct business in another. Both forms ensure that the business complies with states’ legal frameworks, providing essential information like business name, type, principal office address, and registered agent details, which allow for proper regulation and oversight by state authorities.

The “Annual Report for Limited Liability Partnerships” is a document akin to the Tennessee Ss 4482 in that it typically requires annual submission to state authorities to maintain active status. Like the registration application, annual reports collect current information on the business address, agent for service of process, and sometimes updates on management. While the Ss 4482 form is for the initial registration of an LLP, the purpose of annual reports is to keep this registration information current, ensuring that the state's records accurately reflect the LLP's operational and structural statuses.

A "Certificate of Assumed Name" or "DBA (Doing Business As) Filing" can also be related to the process detailed by the Tennessee Ss 4482 form. Businesses often use this certificate when the owners wish to operate under a name different from the legally registered name. Similar to Ss 4482's requirement to list the partnership name, a DBA filing requires disclosure of the business name but focuses on the trade name under which the business intends to operate. Both documents are instrumental in delineating how a business is perceived by the public and within legal contexts, providing a clear link between the business entity and the names under which it conducts business.

Finally, the "Change of Registered Agent" form presents a more focused similarity to one aspect of the Ss 4482 form. This form is used when a business entity needs to update information about its registered agent—the person or company authorized to receive legal papers on behalf of the business. The section of the Ss 4482 form requiring details about the registered agent and office highlights the necessity of having such an agent from the outset, while the Change of Registered Agent form addresses the need to keep this information up to date, ensuring continuous and compliant representation for legal purposes.

Dos and Don'ts

When filling out the Tennessee SS-4482 form for registering a Limited Liability Partnership (LLP), it's important to carefully follow the instructions to ensure the process goes smoothly. Below are some dos and don'ts that can help guide you through filling out this form:

  • Do ensure the name of the limited liability partnership includes “Registered Limited Liability Partnership,” “LLP,” or “L.L.P.” as required by law. This is crucial for meeting legal naming requirements.
  • Do provide the complete address of the principal office, including the physical street address, city, state, and zip code. Accurate detail here is important for official communications.
  • Do include the name of the registered agent and the complete registered office address in Tennessee. This agent will be the point of contact for legal documents.
  • Do give a clear and concise statement of the business in which the partnership is engaged. This helps define the activities for which the LLP is responsible.
  • Do indicate if there is a delayed effective date and time, if applicable. Planning your official start date can be important for various business reasons.
  • Do provide the number of partners at the time of filing and ensure that the form is executed by one or more authorized partners. This confirms the partnership's validity.
  • Do double-check the application for completeness and accuracy before submission. Mistakes can delay the registration process.
  • Don't leave any required fields incomplete. Every section of the form is important for official records and legal compliance.
  • Don't forget to include the filing fee, which is based on the number of members, with a minimum fee of $250 and a maximum of $2,500. This is necessary to process your application.
  • Don't provide inaccurate or misleading information. All the information on this form is public record and subject to verification.

Following these guidelines will help ensure that your application for registering a Limited Liability Partnership in Tennessee is successful. Remember, accurate and complete information accompanied by the correct filing fee are key components of a smooth filing process.

Misconceptions

When navigating the complexities of registering a Limited Liability Partnership (LLP) in Tennessee, it's not uncommon to encounter misunderstandings regarding the SS-4482 form. Here are four common misconceptions to clarify:

  • Every member needs to sign the form: The belief that each partner in the LLP must sign the SS-4482 form is a prevalent misunderstanding. In reality, the application must be executed by one or more authorized partners. This streamlines the process, allowing for a more efficient submission to the Secretary of State.
  • The $50.00 filing fee is all that's required: While there is a base filing fee of $50.00 per partner, applicants should be aware that the minimum fee is $250, and it can escalate up to a maximum of $2,500 depending on the number of partners involved. This tiered fee structure underscores the importance of preparing financially for the total cost of filing.
  • The form's effectiveness is immediate: Some applicants mistakenly believe that the form’s effectiveness is instant upon filing. However, the SS-4482 form provides an option for a delayed effective date, not exceeding 90 days from the filing date. This option can be strategically used to align the partnership's legal formation with business launch plans.
  • Any business name is acceptable: Choosing a name for your LLP might seem like a minor detail, but the state of Tennessee requires that the chosen name must include "Registered Limited Liability Partnership," or the abbreviation "LLP" or "L.L.P." This requirement ensures clarity and legal compliance in the partnership’s naming convention.

Understanding and addressing these misconceptions can significantly smooth the process of filing for an LLP in Tennessee, ensuring that all legal prerequisites are met with accuracy and adherence to state regulations.

Key takeaways

When preparing and submitting the Tennessee SS-4482 form, an Application for Registration Limited Liability Partnership - Domestic, several key considerations must be kept in mind to ensure a smooth and compliant filing process with the Tennessee Secretary of State's office. These takeaways are designed to assist individuals in navigating the complexities of registering a limited liability partnership (LLP) in Tennessee.

  • The SS-4482 form is utilized for the purpose of registering a domestic limited liability partnership in the State of Tennessee, in accordance with the Tennessee Revised Uniform Partnership Act, specifically Section 61-1-1001.

  • A requisite filing fee is imposed, calculated at $50.00 per member of the partnership, with a minimum total fee of $250 and a maximum of $2,500, which accommodates businesses of various sizes.

  • The partnership name must include the phrase "Registered Limited Liability Partnership", or the abbreviation "LLP" or "L.L.P.", ensuring clear identification of the business's legal status, as stipulated in Section 61-1-1003.

  • Accurate disclosure of the principal office's location, including a complete physical address, is mandatory. If the mailing address differs, it must also be provided, confirming the business's operational whereabouts.

  • Identifying and listing a registered agent with a complete Tennessee address is required, facilitating legal and administrative correspondence crucial for maintaining compliance and operational integrity.

  • An explicit description of the business in which the partnership is engaged must be outlined, offering transparency regarding the enterprise's commercial activities.

  • Provision for specifying a delayed effective date/time of the filing is made available, though it is important to note that this date cannot exceed 90 days from the filing date as per the prescribed guidelines.

  • All submissions to the Tennessee Secretary of State become a matter of public record, in accordance with T.C.A. § 10-7-503, underscoring the importance of meticulous preparation and the ramifications of disclosure.

Individuals partaking in the establishment or formal restructuring of a limited liability partnership in Tennessee are encouraged to adhere to these guidelines when completing the SS-4482 form. This careful adherence not only ensures compliance with state laws but also aids in the expedited processing of their registration, laying a strong foundation for the partnership's operational and legal framework.

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