Articles of Organization LLC Tennessee

What Are Tennessee Articles of Organization?

The Articles of Organization in Tennessee, also known as the Certificate of Formation, are the foundational documents required to legally establish a Limited Liability Company (LLC) in the state. These documents serve as a formal declaration of the LLC's existence and outline essential details about the company. The Articles of Organization are governed by the Tennessee Revised Limited Liability Company Act, specifically Tennessee Code Annotated § 48-249-202. For more information, visit the Tennessee Secretary of State's Business Services page.

Are Tennessee Articles of Organization Required?

Yes, filing the Articles of Organization is mandatory for forming an LLC in Tennessee. According to Tennessee Code Annotated § 48-249-201, an LLC is not legally recognized until these documents are filed with the Secretary of State. Failure to file the Articles of Organization means the LLC does not legally exist, and the business cannot operate under the LLC structure, which includes the benefits of limited liability protection.

Information Required in Tennessee Articles of Organization

Name Requirements

The LLC name must include the words "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." as per Tennessee Code Annotated § 48-249-106. The name must be distinguishable from other registered entities in Tennessee. Certain words, such as "bank" or "university," may require additional approval from relevant state agencies. To check name availability, use the Tennessee Secretary of State's Business Name Availability Search.

Tennessee Registered Agent and Registered Office

Every LLC must designate a Registered Agent and a Registered Office in Tennessee. The registered agent can be an individual resident or a business entity authorized to do business in Tennessee, as outlined in Tennessee Code Annotated § 48-249-109. The registered office must be a physical address in Tennessee, not a P.O. Box.

Management Structure

The Articles of Organization must specify whether the LLC is member-managed or manager-managed, as per Tennessee Code Annotated § 48-249-204. The document should include the names and addresses of the initial members or managers.

Organizer Information

An Organizer is the individual or entity responsible for filing the Articles of Organization. There are no residency requirements for organizers in Tennessee. The organizer's name and address must be included in the filing.

Purpose Statement

Tennessee allows for a general purpose statement, which means the LLC can engage in any lawful business activity. However, specific language may be required for certain licensed professions.

Certificate of Formation Effective Date

The effective date of the Articles of Organization can be immediate upon filing or delayed up to 90 days, as specified in Tennessee Code Annotated § 48-249-203. During a delayed effective period, the LLC is not considered active.

How to File Tennessee Articles of Organization

Online

The Tennessee Secretary of State offers an online filing system called Tennessee Business Services Online, available 24/7. The process involves creating an account, completing the online form, and paying the filing fee via credit card. Processing is typically immediate, but convenience fees may apply.

Mail

To file by mail, send the completed Articles of Organization form to:

Tennessee Secretary of State
Business Services Division
312 Rosa L. Parks Avenue, 6th Floor
Nashville, TN 37243

Include the filing fee, payable by check to the "Tennessee Secretary of State." Processing time is generally 3-5 business days. Ensure to include a self-addressed stamped envelope for the return of filed documents.

Tennessee Articles of Organization Filing Fee

The filing fee for the Articles of Organization in Tennessee is $300. For the official fee schedule, visit the Tennessee Secretary of State's Fee Schedule. Additional fees may apply for expedited processing or credit card payments.

What Happens After Filing Tennessee Articles of Organization?

Once filed, the LLC is legally recognized as a business entity in Tennessee. The Secretary of State will issue a Certificate of Formation as evidence of filing. The LLC must obtain a Federal Employer Identification Number (EIN) from the IRS. Additionally, the LLC may need to register for state taxes with the Tennessee Department of Revenue. An Operating Agreement is recommended, though not required by law. Annual reports must be filed with the Secretary of State, as detailed on the Annual Report Information page.

Common Mistakes When Filing Tennessee Articles of Organization

1. Name Availability Issues: Ensure the LLC name is unique and complies with state requirements. Use the name availability search tool to verify.
2. Missing Required Information: Double-check that all sections of the form are completed, including registered agent details and management structure.
3. Incorrect Fees: Verify the correct filing fee and include it with the submission. Refer to the fee schedule.
4. Invalid Registered Agent: Ensure the registered agent meets state requirements and has consented to the appointment.
5. Restricted Terms Without Approval: Obtain necessary approvals for restricted terms like "bank" or "university" before filing.
6. Unsigned Documents: Ensure the Articles of Organization are signed by the organizer.
7. Wrong Forms for Professional Services: Use the correct forms for professional LLCs, available on the Professional Entity Forms page.
8. Delayed Effective Date Errors: If choosing a delayed effective date, ensure it is within the 90-day limit.

Additional Resources

• Tennessee Secretary of State Main Page
• Business Division/Formation Page
• Tennessee Department of Revenue
• Contact: (615) 741-2286, Business.Services@tn.gov

This article provides general information about Tennessee LLC formation requirements under the Tennessee Revised Limited Liability Company Act. It is not intended as legal advice. Persons forming an LLC should consult with a private attorney regarding their specific circumstances.