Legal Bueno

    How to Start Your LLC in Tennessee

    Legal Bueno helps with everything you need to start your business. We take care of all the paperwork so you don't have to worry about it. Want to learn more about the process we handle? Keep reading!

    Quick Summary:

    • Filing Fee: $300
    • Turnaround time: immediately

    How do I start an LLC in Tennessee?

    Thinking about starting an LLC? The process is pretty similar across the states. You'll start by picking a unique name for your business (you'll need to check to make sure it hasn't been taken!) and then filing some paperwork—usually called Articles of Organization or a Certificate of Formation—with your state's agency.

    If you want to check the name availability for Tennessee, visit https://tnbear.tn.gov/Ecommerce/FilingSearch.aspx.

    After that's taken care of, you'll want to draft a governing doc for your business called an operating agreement & find any licenses you might need. Just keep in mind that each state has its own little quirks, so it's always a good idea to double-check specific requirements for your area.

    What are the costs & processing times of starting a business in Tennessee?

    Here's the rundown for Tennessee:

    • The filing fee is: $300
    • There are ongoing fees of $300 (every year)
    • It usually takes immediately if you're filing online or 3-5 business days (plus mail time) if by mail.

    Why Tennessee is a great state for your LLC

    Starting a company in Tennessee presents several compelling advantages for entrepreneurs:

    • Extensive Entrepreneurial Resources: Tennessee has a well-established network of resources available for startups, including mentorship programs, funding opportunities, and access to various business development organizations. This support can significantly ease the challenges of launching a new venture.
    • Attractive Tax Incentives: The state provides numerous tax incentives for new businesses, particularly those that aim to create jobs in economically distressed areas. These incentives can enhance profitability and enable companies to reinvest in growth.
    • Simplified Business Structure: Creating a Tennessee limited liability company (LLC) is often the preferred route for entrepreneurs. This structure offers:
    • No State Income Tax: Tennessee does not impose a state income tax on wages, which can result in significant savings for business owners and employees alike, allowing for a more favorable financial environment.

    These benefits combine to make Tennessee an attractive destination for entrepreneurs looking to establish and grow their businesses.

    Legal Requirements

    Remember! Legal Bueno will handle all of these requirements for you, but if you're interested, here are the legal requirements for Tennessee:

    Articles of Organization

    The articles of organization must include:1. A name for the LLC;

    1. The street address and zip code of the initial registered office of the LLC, the county in which the office is located, and the name of its initial registered agent at that office;
    2. The street address and zip code of the principal executive office of the LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office), and the county in which the office is located;
    3. A statement as to whether the LLC will be member-managed, manager-managed, or director-managed;
    4. If the LLC will have more than six members at the date of filing of the articles, a statement of the number of members at the date of the filing of the articles;
    5. If one or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the information required in Tenn. Code § 48-249-114(f);
    6. If the existence of the LLC is to begin upon a future date, or the occurrence of a specific event, a statement to that effect, but in no event may the date/event be more than 90 days after filing;
    7. If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement to that effect; and
    8. If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation.
    9. Any additional information as required by the secretary of state.

    The articles of organization may include:1. Provisions permitted to be set forth in an operating agreement;

    1. Other provisions, not inconsistent with law, relating to the management of the business or the regulation of the affairs of the LLC;
    2. If the LLC is director-managed, a provision eliminating or limiting the personal liability of a director to the LLC or its members for monetary damages for breach of fiduciary duty as a director, subject to specified constraints with respect to directors; and
    3. A statement to the effect that Tenn. Code § § 48-249-503(b)(2) will not apply to the LLC, regardless of whether the LLC falls within the definition of a “family LLC” under Tenn. Code § 48-249-102(10).

    Tenn. Code § 48-249-202

    Filing fee: $50 per member with a minimum fee of $300 and a maximum fee of $3000

    Filing Process

    After you've prepared the initial formation documents, you need to file it! Here is what Tennessee laws require for filing:

    Any document filed with the secretary of state must meet the following requirements: 1. The document must be typewritten or printed in ink, in a clear and legible fashion, on one side of letter size paper.

    1. The document must be in the English language. An LLC's or other entity's name need not be in English, if it is written in English letters or Arabic or Roman numerals, and the certificate of existence, or equivalent document of a foreign entity, need not be in English, if it is accompanied by a reasonably authenticated English translation.
    2. The document must be properly executed.
    3. The document must use the prescribed form, if any.
    4. The document must be delivered to the secretary of state for filing with the required fees, tax, license fee, interest or penalty; and
    5. The document must contain a statement that makes it clear that the document is being filed pursuant to the Revised LLC Act.

    Tenn. Code § 48-249-1005

    A document accepted for filing is effective:1. At the time of filing on the date it is filed with the secretary of state; or

    1. At the time specified in the document as its effective time on the date it is filed with the secretary of state.

    A document may specify a delayed effective time or date, with certain exceptions. If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date, but does not specify a delayed effective time, the document is effective at the close of business on the date specified. A delayed effective date for a document may not be later than the 90th day after the date it is filed with the secretary of state, with certain exceptions.

    Tenn. Code § 48-249-1013

    Additional Legal Considerations

    Here are some additional relevant laws that might be useful when operating your business in Tennessee:

    Operating agreement

    Tenn. Code § 48-249-203

    Annual report for secretary of state

    Tenn. Code § 48-249-1017

    Certificate of existence

    Tenn. Code § 48-249-1019

    Series LLC Provisions

    Tenn. Code § 48-249-309