How to Start an LLC in Tennessee

Before jumping all in, you’ll need to choose a name for your LLC. Tennessee’s rules for naming your LLC are covered in TN Code § 48-249-106. At a minimum, make sure your LLC name:

• Includes an indicator such as “limited liability company,” “L.L.C.,” or “LLC.”
• Doesn’t include words or abbreviations like “corp” or “incorporated” or “limited partnership”—anything that may make your LLC sound like a different type of entity.
• Hasn’t already been adopted by an existing Tennessee business.

Already have a business name? Check to see if it’s available.

Once you’ve chosen a name for your LLC, you’ll need to appoint a Tennessee registered agent—an individual or business entity that’s authorized to accept legal and state mail on behalf of your LLC. Tennessee requires all LLCs to maintain a registered agent. You’ll also be required to list your registered agent’s information on your Articles of Organization, so it’s important to appoint one before filing.

Learn why the pros use a registered agent service.

To officially start your LLC in Tennessee, you must file Articles of Organization with the Tennessee Secretary of State, Business Services Division. It costs a minimum of $300 (for LLCs with six members or fewer). After that, it costs $50 for each additional member. So if your LLC has seven members, you’d pay $350 to form your LLC. The maximum fee is $3,000.

Note: All of the information on this form will become part of the public record.

To complete the form, you’ll need to provide the following information:

• Company name. Include an indicator like “LLC.”
• Name consent (optional). Want to use the same LLC name as an existing Tennessee business? Check this box and get consent from the other company. Tip: Most businesses choose an original name and skip this section.
• Additional designation (optional). If your LLC isn’t a standard LLC (such as non-profit or professional LLC), you must indicate that in this section. Tip: Most LLCs skip this section.
• Registered agent name and address. Include your registered agent’s name and physical address—PO boxes aren’t allowed.
• Fiscal year close. Include the month your fiscal year ends. For most businesses, this is December.
• Effective date (optional). You can delay the start of your LLC by up to 90 days or skip this section.
• Management structure. Indicate whether your LLC will be member-managed or manager-managed. Tennessee also allows for “director-managed” LLCs, which are structured similarly to corporations.
• Number of members. Enter the number of members (owners) your LLC has at the time of filing.
• Duration. If you want your LLC to close on a specific date, indicate that here or choose “perpetual” if your business will exist indefinitely. Hint: Most LLCs choose perpetual.
• Principal address. This must be a physical street address and can be located outside of Tennessee.
• Mailing address. This can be a PO box.
• Non-profit LLC (optional). Check this box if your LLC will be a non-profit. Otherwise, you can skip this section.
• Professional LLC (optional). Check this box if you’re forming a Professional LLC. Not you? Skip it.
• Series LLC (optional). Check this box if you’re forming a Series LLC or leave it blank.
• Obligated member entity (optional). If you want to forgo your limited liability protection and be held responsible for the debts and obligations of the business, you can check this box. Tip: Nearly all businesses skip this section.
• Prohibited businesses (optional). Check this box if your LLC is (for whatever reason) prohibited from conducting business in Tennessee. Tip: Nearly all businesses skip this section.
• Additional provisions (optional). You can include additional provisions or skip.
• Organizer’s signature. Whoever files your Articles of Organization must sign the document. This person can be someone outside of your LLC.

When you’re done, you can submit the Articles of Organization online, by mail, or in person. If you file online, you’ll be charged a convenience fee—2.29% of the total amount due. Online submissions are processed as soon as they’re received. Paper filings take 7-10 business days after receipt.

An operating agreement is a legal document that outlines the rules and regulations all members must follow. It should cover everything from how much each member initially invests to how you’ll handle internal disputes. An operating agreement is an internal document, so you don’t need to file it with the Secretary of State. You will, however, need an operating agreement to open a business bank account.

Check out our attorney-drafted Tennessee LLC Operating Agreement.

An EIN (employer identification number) is what the IRS uses to identify your business on tax filings. The nine-digit, unique number is like a social security number for your LLC. You can obtain an EIN through the IRS website or file a paper form. There is no filing fee.

Learn How to get an EIN for your LLC.

Your LLC will need a bank account. Why? LLCs are considered separate entities from their owners—meaning business debts won’t affect your personal assets. But if you mix personal and company money, you could lose your liability protection. Opening a business bank account allows you to keep your business spending separate.

To open a bank account for your Tennessee LLC, you’ll need to bring the following to the bank:

• Tennessee LLC Articles of Organization (a copy is fine)
• the LLC’s operating agreement
• the LLC’s EIN
• an LLC Resolution to Open a Bank Account (if your LLC has more than one member).

If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.

You’ve formed your LLC and established a bank account. Now, it’s time to fund it. Each member of your LLC should make an initial contribution to pay for their membership interest. Members typically make initial contributions by writing a check or depositing cash into the LLC’s bank account. However, members may also contribute property or services to the business. It’s important to note that these types of contributions can lead to tax events.

Your LLC will be required to file an annual report each year with the Tennessee Secretary of State, Business Services. Unfortunately, annual report fees in Tennessee are pretty steep. The minimum filing fee is $300, and that’s for LLCs with six or fewer members. You’ll have to pay an additional $50 for each member over your sixth, all the way up to $3,000. So if you have ten members, be prepared to pay $500 to file your annual report each year.

Rather not risk missing your deadline? Let us file your annual report for you.