Do I need a lawyer to Form a LLC in Tennessee? |
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The short answer is no.
The state of Tennessee does not legally require 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 Limited Liability Company (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 a LLC in Tennessee
that you're not sure about you should seek the advice of a competent Tennessee lawyer, a Tennessee accountant,
or a Tennessee Business advisor before you form a LLC in Tennessee.
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 All Business Documents
to perform these services and save money that you can use in your new
Tennessee Limited Liability Company.
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Do I have to Reserve a Company Name before I Form a LLC in Tennessee?
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You are not legally required to reserve a Company Name for a new Tennessee LLC before you submit your application to
Form a LLC in Tennessee.
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You are not legally required to reserve a Company Name for a new Tennessee LLC before you submit your application to Form a LLC in
Tennessee.
Whether or not you need to reserve a company name for your new Tennessee LLC depends entirely on your business situation.
The Tennessee Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Tennessee Company Name.
Click here for more information on
Tennessee Company Name Reservation
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What if the Tennessee LLC Name I want is already taken?
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If the Name you have chosen for your new Tennessee LLC is already in use by a currently active
Tennessee Corporation or LLC, and you still want to use that LLC Name, then you will have to register a DBA Name with the Tennessee Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Tennessee LLC is available before we submit
your new LLC filing to the Tennessee Secretary of State.
If necessary we can register a DBA Name in Tennessee for you so that you can open your new Tennessee business as quickly as possible.
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What do I have to do to Form a LLC in Tennessee?
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6 things you have to do in order to Form a LLC in Tennessee.
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6 things you have to do in order to Form a LLC in Tennessee.
1. Choose a name for your Tennessee LLC
2. Select an official address and a Registered Agent for your Tennessee LLC
3. Determine who will be Members and who will Manage your Tennessee LLC
4. Determine how you want your Tennessee LLC to be taxed
5. File Articles of Organization with the Tennessee Secretary of State
6. Get a Federal Employer Identification Number (FEIN)
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1. Choose a name for your Tennessee LLC
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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
registered Tennessee business entity, such as a Tennessee Corporation or LLP.
The LLC 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.
The name of a Tennessee LLC must include the word "LLC" or
"Limited Liability Company" or an abbreviation of one of these words.
It's important to choose a good name for your Tennessee LLC because if you want to change it after you
Form a LLC in Tennessee you
will have to file amended Articles of Organization with the Tennessee Secretary of State (and pay a fee).
We will:
- Check to make sure that your Tennessee LLC name is available
- Make sure your Tennessee LLC name conforms to state of Tennessee regulations
- Reserve your Tennessee LLC name with the Tennessee Secretary of State
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2. Select an official address and a 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" or "Agent for Service of Process".
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 or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Tennessee LLC.
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3. Determine who will be Members and who will Manage your Tennessee LLC
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The owners of a Tennessee LLC are called Members - not Partners or Shareholders.
(a Tennessee Limited Liability Company does 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 your Tennessee LLC to be taxed
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The IRS does not recognize a Limited Liability Company 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.
- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Tennessee LLC and include it with
your LLC formation documents.
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5. File Articles of Organization 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.
- We can prepare and file your Articles of Organization with the Tennessee Secretary of State.
We've been doing it for over 10 years.
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6. Get a Federal Employer Identification Number (FEIN)
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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 a 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 a FEIN 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.
- We can get a FEIN for your Tennessee LLC as soon as it is approved by the Tennessee Secretary of State.
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What do I have to do after I form my Tennessee LLC? |
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6 things you have to do after you Form a LLC in Tennessee.
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6 things you have to do after you Form a LLC in Tennessee.
1. Conduct an Organizational Meeting and adopt an Operating Agreement
2. Open a Business Bank Account in Tennessee for your TN LLC
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. File the required Tennessee LLC reports
5. Keep proper records of your Tennessee LLC on file
6. Publish a notice of new LLC filing in a newspaper in the state of Tennessee
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1. Conduct an Organizational Meeting and adopt an Operating Agreement
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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 for your Tennessee Limited Liability Company.
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 owner's 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.
- We can research and prepare the necessary forms for your required business licenses and permits and include them in your Tennessee LLC package.
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4. File the required Tennessee LLC reports
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Each Tennessee LLC must file a with the Tennessee Secretary of State.
The Tennessee includes basic information about your Tennessee LLC.
Failure to submit a properly completed Tennessee 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 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 Managers 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
- Copies of any LLC Resolutions which have been adopted by the Tennessee LLC
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6. File Articles of Incorporation with the Tennessee county where your main office is located
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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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What information do I need in order to Form a LLC in Tennessee? |
In order to Form a LLC in Tennessee you'll need certain specific information about your new Company
including the LLC name and address; and the name and address of the new Tennessee LLC's Registered Agent.
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In order to Form a LLC in Tennessee you'll need the following information about your new Company:
- The name of your new Tennessee LLC along with your second choice of a name in case the name that you want is not available
- Physical addess of the LLC office in Tennessee (not a PO Box)
- Name and address of your Tennessee Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with your Tennessee LLC
- Who is going to manage the day to day operation of your Tennessee LLC
- The number of Members (Owners) of your Tennessee LLC
- When your Tennessee LLC will start and when it will cease to exist (normally the LLC starts on the date the application is filed and will exist perpetually)
- The yearly tax closing month of your Tennessee LLC
You do not have to name the Members of a
Tennessee LLC in the Articles of Organization.
While you are not required to name the Members of a new Tennessee LLC you still may include Member information with your initial
Tennessee LLC filing.
Remember - ALL the information that you provide when you Form a LLC in Tennessee becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a Limited Liability Company in Tennessee.
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How long does it take to Form a LLC in Tennessee? |
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Processing times for new Tennessee LLC applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Tennessee Articles of Organization takes the state around 1-2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Tennessee LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE TENNESSEE SECRETARY OF STATE PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Tennessee Secretary of State.
In our experience 1-2 business days is the time it usually takes the Tennessee Secretary of State to process
a new Tennessee LLC application.
We get your Tennessee LLC application to the TN Secretary of State ASAP. Once it is at the state we have no control over the new Tennessee LLC application process.
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Are there any Expedited Processing Options for new TN LLC Filings?
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The Tennessee Secretary of State does not offer expedited filing options for new Tennessee LLC filings.
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How much does it cost to Form a LLC in Tennessee? |
The state of Tennessee charges $320.00 to form a new LLC.
This is the cost of filing and getting a Certified Copy of your Articles of Organization from the TN Secretary of State.
If you choose All Business Documemnts to help you form your LLC in Tennessee, our processing fees are $125.00.
We start processing your new Tennessee LLC order as soon as we get it.
Total cost includes:
- Name Check and Reservation
- Prepare Articles of Organization
- File Articles of Organization with the Tennessee Secretary of State
- Certified Copies of Articles
- Tennessee LLC Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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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 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
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You want to do business in the state of Tennessee but are registered as a Domestic 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 LLC.
The process of registering as a Foreign LLC in the state of Tennessee is called Tennessee LLC Foreign Qualification.
The process of Tennessee LLC Foreign Qualification is similar to the process of forming a Domestic LLC in the state of Tennessee.
Your original formation documents (usually called Articles of Organization) and Corporate Bylaws apply to your Tennessee Foreign LLC.
The Members and Managers of your Domestic LLC have the same roles in the Tennessee Foreign LLC.
Click here for specific requirements for
Tennessee LLC Foreign Qualification.
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