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PCF makes it fast, easy and cost-efficient to Form a LLC in Tennessee
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AND keep up with recurring Tennessee LLC requirements
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PCF has helped thousands of businesses successfully form a LLC Online
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Choose PCF to help you form your Tennessee LLC and we will notify you each year well in advance of the due date for
any required Tennessee LLC reporting requirements
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If you're ready to form a Tennessee LLC online now
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Check our Tennessee LLC options and prices
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If you need more information about forming a Tennessee LLC online, the information below may help you understand the requirements and implications of
forming a LLC in Tennessee.
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Do I need a lawyer to form a Tennessee Limited Liability Company (LLC)
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The short answer is no.
The state of Tennessee does not legally require a lawyer to form a
Tennessee LLC.
Our detailed LLC Information page may help you understand some
of the implications of forming a Tennessee LLC.
However, if there is anything about forming an LLC in Tennessee
that you're not sure about you should seek the advice of a competent Tennessee lawyer, a Tennessee accountant,
or both before you form a LLC in Tennessee.
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Once you have made the decision to form a LLC in Tennessee, a Tennessee lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like PCF
to perform these services and save money that you can use in your new Tennessee LLC.
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Put the money you save with PCF right where it belongs
into your new Tennessee LLC
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If you're not 100% satisfied with our service we'll give you your fees back
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What do I have to do to form a Tennessee Limited Liability Company (LLC)
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1. Choose a name for your Tennessee LLC
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- PCF will check to make sure that your Tennessee LLC name is available, conforms to state of Tennessee LLC naming
regulations, and will reserve the LLC name with the Tennessee Secretary of State.
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Your Tennessee LLC name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Tennessee LLC name that you choose must be distinguishable from the name of any other registered Tennessee LLC or other
business entity and the name must also be different from any reserved names on record with the state of Tennessee.
Your Tennessee LLC name must not imply that it was formed for a purpose other than that stated in your
Articles of Organization and your Tennessee LLC name must not be a name that is likely to mislead the public.
Your Tennessee LLC name must contain, as the last words of the name, "Limited Liability Company" or the abbreviation
"L.L.C." or "LLC".
The word "Limited" may be abbreviated as "Ltd." and the word "Company" may be abbreviated as "Co."
It's important to choose a good name for your Tennessee LLC because if you want to change it after you form your Tennessee LLC you
will have to file amended Articles of Organization with the Tennessee Secretary of State (and pay a fee).
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2. Select an official address and a Registered Agent for your Tennessee LLC
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- PCF can act as the official Registered Agent for your Tennessee LLC.
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Every Tennessee LLC must have an address that is physically located in the state of Tennessee.
This address is "registered" with the Tennessee Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Tennessee to receive all correspondence on behalf of the Tennessee
LLC is called a "Registered Agent".
You may act as your own Registered Agent, however, many Tennessee LLCs hire a Registered Agent because they don't have a physical
address within the state of Tennessee.
Some Tennessee LLCs hire an outside Registered Agent to provide a distinct level of privacy.
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3. Determine who will be Members and who will Manage your Tennessee LLC
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- PCF will include Guidelines for Managers in your Tennessee LLC documents.
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The owners of a Tennessee LLC are called Members - not partners or shareholders.
(Tennessee LLCs do not issue stock).
Members make all business decisions and realize the financial benefits generated by the Tennessee LLC.
Division of ownership and distribution of profits are decided by private agreement among the members.
Each Tennessee LLC must have at least one member.
Members need not live in the state of Tennessee or be citizens of the United States.
Managers are responsible for the day to day operation of the Tennessee LLC.
Members elect or appoint Managers and have the power to remove them.
Managers may or may not be Members of the Tennessee LLC.
Management for your Tennessee LLC may be defined in your Articles of Organization or, more commonly, in an Operating Agreement.
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4. Determine how you want to be taxed
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The IRS does not recognize an LLC as a classification for federal tax purposes.
Tennessee LLC members can elect for the IRS to tax the LLC as a sole proprietorship, partnership, C Corporation, or S Corporation.
This decision may be made after the Tennessee LLC is created.
If a single member Tennessee LLC does not declare a tax classification it is taxed the same as a sole
proprietorship.
A multiple member Tennessee LLC that does not declare a tax classification is taxed as a general partnership.
More specific federal LLC tax information can be found at the
IRS web site.
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| The Tennessee Corporate Income Tax Rate is 6.5%. For Tennessee Corporate Tax Information click here. |
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5. File Articles of Organization with the Tennessee Secretary of State
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- PCF can draft Articles of Organization that are specific to your Tennessee business and file them with the Tennessee Secretary of State.
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A Tennessee Limited Liability Company is a type of business that is authorized by the state of Tennessee - not by the federal government.
In order to form a LLC in Tennessee you must file Articles of Organization with the Tennessee Secretary of State.
The Articles of Organization must include certain specific information about your Tennessee LLC.
If the Articles do not conform exactly to state of Tennessee requirements they will be rejected.
You may subsequently amend the Articles of Organization for your Tennessee LLC but you will have to pay a fee to the state of
Tennessee in order to make the changes official.
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6. Get a Federal Employer Identification Number (FEIN)
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- PCF can prepare and file the forms to obtain an FEIN for your Tennessee LLC.
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Tennessee LLC.
All Tennessee LLCs electing to be taxed as a C-Corporation or S-Corporation are required to have an FEIN.
If you do not elect to have your Tennessee LLC taxed as a Corporation you may still need to get a FEIN if it is composed of multiple members or
if you plan to have employees.
If you plan to form a single-member Tennessee LLC you may not need a separate FEIN for the LLC if you have no employees.
The sole member of a single member Tennessee LLC may be able to use his or her Social Security Number instead of applying for an FEIN.
You may request an EIN for your Tennessee LLC for banking or state tax purposes, but an FEIN may not be required for federal tax purposes depending
on your business circumstances.
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What do I have to do after I form my Tennessee LLC
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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- PCF can draft an initial Operating Agreement for your Tennessee LLC that is based on your specific Tennessee
business requirements.
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An Operating Agreement defines the rules by which your Tennessee LLC will operate.
It is the core document that is referred to when issues concerning your LLC need to be resolved.
Operating Agreements may include requirements for almost anything that involves the management and operation of your Tennessee LLC.
By having an Operating Agreement all Members will be provided with a clear set of rules they have agreed upon thus reducing the likelihood of
disagreement in the future.
Items commonly included in an Operating Agreement for a Tennessee LLC:
- Rights and duties of Members
- Member contributions
- Record keeping and reporting requirements
- Distribution of profits
- Allocation of losses
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- Management duties
- Meeting requirements
- Voting requirements
- Admission and termination of Members
- Dissolution procedures
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Although an Operating Agreement is not required in the state of Tennessee, if you plan to form a multiple member Tennessee LLC
it is highly advisable to have one.
Having an Operating Agreement will save you a lot of time and money should conflict arise down the line.
As your Tennessee LLC grows over time, you may amend your Operating Agreement as necessary.
When your Tennessee LLC has an Operating Agreement your business will be governed by your own rules and not some canned business rules created by
the state of Tennessee.
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2. Open a Business Bank Account in Tennessee
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It's very important that you have a separate business bank account for your Tennessee LLC.
Mixing personal and business funds may get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
In most cases you will need a FEIN, a copy of your Tennessee LLC Articles of Organization, and a resolution identifying authorized signers
if those names are not listed in the Articles.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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Note that forming a Tennessee LLC doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Tennessee LLC merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Tennessee LLC you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Tennessee LLC vary depending on your business activities
and the specific locations within the state of Tennessee in which you want to conduct business.
If your Tennessee LLC will be selling products in Tennessee you may be required to obtain a Reseller's Permit from the appropriate
Tennessee state agency.
If your Tennessee LLC will be selling products in Tennessee you will also be responsible for all applicable local and state of Tennessee
sales taxes if there are any.
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4. File the required Tennessee LLC reports
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Each Tennessee LLC must file an Annual Report with the Tennessee Secretary of State.
The Tennessee Annual Report includes basic information about your Tennessee LLC.
Failure to submit a properly completed Tennessee Annual Report to the Tennessee Secretary of State on or before the
due date may subject the Tennessee LLC to being administratively dissolved in the state of Tennessee or having its authority to
transact business in the state of Tennessee revoked by the Tennessee Secretary of State.
Penalties may accrue if you fail to file any Tennessee LLC Annual Report to the Tennessee Secretary of State
by the due date.
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5. Keep proper records of your Tennessee LLC on file
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Keep the following records on file and available at the principal business office of your Tennessee LLC:
- Names and addresses of all Members and Officers of the Tennessee LLC
- Articles of Organization for the Tennessee LLC and any Amendments to them
- Copies of all tax returns and reports for the Tennessee LLC for the last 3 years
- If the Tennessee LLC has an Operating Agreement, a copy of the Operating Agreement and any Amendments
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7. File Articles of Organization with the Tennessee county where your main office is located
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| If your new Tennessee LLC's principal office is located in the state of Tennessee, a copy of the Articles of Organization must be filed with the Tennessee county where your principal office is located.
If your new Tennessee LLC's principal office is not located in the state of Tennessee, no county filing is required. |
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Tennessee Foreign LLC Qualification
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You want to do business in the state of Tennessee but are registered as a Domestic Corporation or LLC in another state.
In order to legally conduct business in the state of Tennessee you must register with the Tennessee Secretary of State as
a Tennessee Foreign Corporation or LLC.
The process of registering as a Foreign Corporation or LLC in the state of Tennessee is called Tennessee Foreign Qualification.
The process of Tennessee Corporation or LLC Foreign Qualification is similar to the process of forming a Domestic Corporation or LLC in the state of Tennessee.
Your original formation documents and Corporate Bylaws, or Operating Agreement for LLCs, apply to your Tennessee Foreign Corporation or LLC.
The Board of Directors and Officers of your Domestic Corporation, or Members and Managers in the case of LLC, have the same roles in the Tennessee Foreign Corporation or LLC.
For specific requirements to qualify as a Foreign LLC in the state of Tennessee click here.
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