Each state puts its stamp on the process of forming an LLC (Limited Liability Company), and Tennessee is no exception. Learning Tennessee’s requirements will help you decide whether to form an LLC in that state and prepare you for the formation process.
Naming your Tennessee LLC
The LLC name must contain one of the following: Limited Liability Company, LLC, or L.L.C. Your LLC’s name must be distinguishable upon the records of the Secretary of State from the name of every other foreign or domestic entity (e.g., LLCs, corporations, limited partnerships) whether the name is true, assumed, reserved or registered. Use of the words "bank", "banking", "credit union" or "trust" requires approval by the Department of Financial Institutions.
The following are Tennessee’s requirements for the members/managers of LLCs.
- Minimum number: The LLC must have at least one member.
- Residence requirements: Tennessee does not have a provision specifying where members or managers must reside.
- Age requirements: Tennessee does not have age requirements for managers or members.
- Inclusion in the Articles of Organization: Member/manager names and addresses are not required to be listed in the Articles of Organization.
Requirements for the Articles of Organization
You form an LLC in Tennessee by filing Articles of Organization and paying the required fee. The information required in the formation document for Tennessee includes the following:
- The LLC’s name
- A designation that the LLC is a Professional LLC, Non-profit LLC, Series LLC, Bank, Insurance Company, Litigation Financier, or Trust Company—if the LLC is one of those
- The name and complete address of the initial registered agent and office
- The closing month of the LLC’s fiscal year. If none is stated, the year is assumed to be a calendar year. (This is needed to determine the annual report filing date for the LLC.)
- The effective date of the Articles—if they are not to be effective upon filing
- Whether the LLC will be member-managed, manager-managed or director-managed. (Tennessee is one of the few states that provide for director-management.)
- The number of members, as of the filing date of the Articles. If no number is provided, then a single-member LLC will be assumed.
- The duration of the LLC—if it is not going to be perpetual
- The complete street address (including the county) of the LLC’s principal executive office and a complete mailing address if it is different from the principal office address
- Additional statements are required for Professional LLCs, Non-profit LLCs, and Series LLCs
- If there are any obligated members of the LLC, the names and addresses must be provided
- If the LLC is prohibited from engaging in business in Tennessee this must be indicated
You must list the name and the street address of your LLC’s Tennessee registered agent and registered office. This must be a physical address within Tennessee—no post office boxes are allowed. Your registered agent is the LLC’s agent for service of process, notice, or ordinance required or permitted by law to be served on the LLC.
Other filings required at time of incorporation
Some states require additional filings or steps at the time of incorporation, such as a county-level filing, publishing notice of the LLC formation in a local newspaper or an initial report filing. Tennessee requires the following:
- County filing: If the LLC’s principal office is in Tennessee, a copy of the Articles of Organization must be filed with that county’s government. If the principal office is not in Tennessee, no county filing is required.
Professional services businesses
Tennessee allows professionals, such as accountants, attorneys, and physicians, to form a professional limited liability company (PLLC).