Welcome to the Start a Business tutorial dedicated to the smooth formation of your new Tennessee limited liability company. In the step-by-step guide below, we’ve relayed the online filing process put in place by the Secretary of State in attempt to alleviate any confusion that you may experience in your navigation through their portal. Furthermore, we’ve detailed how to go about submitting the completed document through the mail for those that would prefer to use this filing method. A fee of $50 per member (minimum of $300 and a maximum of $3000) must be included with the document whether filing online or by mail.

We always suggest that business representatives take a moment to ensure that the name they plan on operating under as a limited liability company has not already been registered with the Secretary of State. To accomplish this preliminary check, you may perform a Business Entity Search. Another option available prior to registration is a Name Reservation, which will cost a total of $20 and last for 4 months.

How to File (Online)

Step 1- To begin your online filing process, you must first navigate to this website and click the large Start Now! link.

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Step 2- The first window will have you selecting your entity type and checking the box indicating that you’re aware that the information submitted will be available to the public.

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Step 3- Here you will need to provide your business name and then confirm it in the second field. Be sure to select the Domestic Tennessee Business option as well. You will be given the option below this of providing an additional designation which can be either that of a professional or a non-profit LLC. If the former is the case, you will need to indicate the licensed profession and check the box that certifies that the LLC has one or more qualified persons as members practicing said profession. Non-profit LLCs will need to certify that it is to be a non-profit LLC whose sole member is a non-profit corporation.  You will also be able to elect to be a series LLC at this juncture.

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Step 4- Under the heading of Business Entity Properties, you will be able to mark the period of duration, the fiscal year close, the delayed effective date (if any), the nature of the management and finally the number of managers. You may select the option to register the entity as a obligated member entity and, if you wish, include a statement of other provisions. You may also choose to prohibit the LLC from doing business in Tennessee. When all information has been sufficiently detailed, you may proceed.

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Step 5- Here you will need to supply the registered agent information which will include their full name and full address. Click Continue to proceed.

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Step 6- On this step, you will need to enter the principle office address and the mailing address (if different).

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Step 7- This section will have you reviewing all the information which you have just submitted. If it all seems accurate and complete, you will be able to advance by clicking Continue once again.

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Step 8- Signing this document will involve having you select both check boxes then providing your first and last name, your capacity within the company as well as your contact information (phone and email).

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Step 9- It is at this juncture that you will need to decide between delivery and payment methods. You may continue online by clicking the first option which will deliver the finished articles to the Secretary of State. Alternatively, you can print off the PDF of the document and submit it through the mail (see below tutorial). For the purposes of this particular guide, we will go over the online payment method.

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Step 10- Once the Continue with Online Payment option has been selected, you will be brought to the payment page. Here you will need to supply your card and billing information by filling out the provided fields. Clicking Continue will allow you to review the data submitted and officially file your articles with the Secretary of State.

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How to File (PDF)

Step 1- Should you decide to deliver your Articles of Organization through the mail, you will need to click on the second of the two links when you get to this juncture in the online portal.

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Step 2- A PDF will be downloaded which you will be able to review for accuracy. In the case that there are one or more errors, it will then be necessary to start the filing form over from the beginning.

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Step 3- Assuming that all the data is complete and accurate, you will be able to print off the PDF and attach to it a check covering the filing fee. This fee should amount to a minimum of $300 and a maximum of $3000 at the rate of $50 a member. Mail both the completed articles and the check to the below address to finish the filing process.

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243

Tips

EIN – When you’ve completed the filing process and your forms have been accepted by the Secretary of State, it is important that you apply for an Employer Identification Number immediately in order to be seen as legitimate in the eyes of the federal government. Indeed without this IRS distributed number, you will be unable to transact even the most basic of financial procedures such as opening a company bank account, hiring employees or registering for loans. Our step by step guide through the application procedure can be found linked in the heading of this paragraph. You may also navigate immediately to the IRS website and apply Online or download the PDF of the form SS-4 and submit it through the mail to their offices.

Operating Agreement– An operating agreement is a binding contract amongst members/managers that will put in a place a certain set of provisions not otherwise detailed in the initial articles. This internal document will allow for the proper organization of your LLC’s affairs, both logistical and financial, to avoid confusion in the case of a future legal dispute. It should be noted that this is not a legally mandatory agreement and will therefore not be filed with the Secretary of State but instead distributed among the managing members to be retained for their own personal filing. Click on the heading of this paragraph to review our free template designed to assist you in drafting an operating agreement of your own.

Renewal– It is absolutely necessary for limited liability companies to renew each year with the submission of an annual report. This document will be due on or before the first day of the fourth month following the company’s fiscal year closing. In similar fashion to the filing of an Articles of Organization, the annual report will need to be completed online (link found in heading of paragraph). You will again have the option of either mailing it to the Secretary of State with the attached filing fee or simply providing the fee by credit card/e-check and submitting the report through their portal. The filing fee will equate to the exact amount of your initial filing fee that was paid during registration (providing that the number of members within the company has not changed).

Secretary of State – Business Services Division

 312 Rosa L. Parks AVE, 6th FL. Nashville

TN 37243