How to Start a Series LLC in Tennessee
To form a Series LLC in Tennessee, you must file Articles of Organization with the Tennessee Secretary of State, Business Services Division. You can submit this form online, in person, or by mail. The minimum filing fee is $300 for a Series LLC with six or fewer members. If your TN Series LLC has more than six members, you’ll pay $50 for each additional member, up to a maximum of $3,000. Filing Articles of Organization officially creates your Tennessee Series LLC, but ensuring your new Series LLC is ready to conduct business requires taking additional steps.
Tennessee Series LLC Guide:
What is a Tennessee Series LLC?
A Tennessee Series LLC is a unique type of Limited Liability Company made up of a master LLC and one or more series—each with their own individual business purposes, members/managers, and finances.
When a Tennessee Series LLC is adequately maintained, each series is granted separate liability protections. This means that each series is protected from the liabilities of the master LLC and the other series within it. Each series (including the master) can hold its own assets, sue and be sued, and enter into contracts.
TN Series LLC Articles of Organization Requirements
Forming a Tennessee Series LLC requires filing Articles of Organization with the Tennessee Secretary of State, Business Services Division. This is the same document you would file to create a standard LLC. However, to create a Series LLC, you’ll enter “Series LLC” in section three (additional designation) and check the “Series LLC” box under section 14.
Below, you can download the Tennessee Articles of Organization and see detailed instructions for how to file.
This is the name of your master LLC. The LLC’s name must include “Limited Liability Company,” “LLC,” or “L.L.C.” and be unique in Tennessee. You are not required to list the names of your series on the Articles of Organization. You can do a business search (through the TN Secretary of State website) to see if your desired name is available.
You may request to use a business name that’s similar to one being used by an existing company. However, you must get permission from the business and include Written Consent For Use of Indistinguishable Name (Form ss-9411) and an additional payment of $20.
To form a series LLC, write “Series LLC” on this line.
Include your registered agent’s name and business address. This must be a street address in Tennessee. PO Boxes are not allowed.
Include the month and year your LLC’s fiscal year will end.
By default, your Series LLC will be registered with the state the day the TN Secretary of State processes your Articles of Organization. If you want a future effective date, you may indicate that here. The date can’t be more than 90 days after your articles are filed.
Indicate if your TN Series LLC will be member-managed or manager-managed. Most LLCs are member-managed, which means all the members (owners) share the handling of day-to-day operations. In a manager-managed LLC, managers have decision-making powers and non-managing members take on a more passive role. Tennessee also allows for “director-managed” LLCs, which are similar in structure to corporations.
Enter how many members your Series LLC has. You aren’t required to list their names or addresses.
Indicate if your Series LLC will exist indefinitely or has a specific end date.
Write your Series LLC principal business address and email. PO Boxes are not allowed.
Include your Series LLC mailing address if different from your principal address.
Check this box if your LLC is a non-profit.
Check this box if your LLC is a professional LLC.
Check this box to indicate you’re forming a Series LLC.
You may register as a TN Obligated Member Entity if one or more member volunteers to take personal responsibility for all business-related debts and obligations. You must also include an Obligated Member Entity Addendum (Form ss-4600). There is no additional filing fee.
Check this box if your Series LLC is prohibited from conducting business in Tennessee. Hint: if would be pretty weird if you needed to check this—most LLCs skip it.
The person filing your articles must include their signature and printed name.
How much does it cost to start a Tennessee Series LLC?
The minimum fee for filing Articles of Organization is $300 for a Series LLC with six or fewer members. If your Series LLC has more than six members, you’ll pay $50 for each additional member, up to a maximum fee of $3,000. You may file by mail, in person, or online.
Mailed filings can be paid via check or money order. In-person submissions can be paid by cash, check, or money order. All checks and money orders must be made payable to “Tennessee Secretary of State.”
Online payments must be made by credit card. You’ll also have to pay an additional convenience fee—2.29% of the total amount due.
How long does it take to form a Tennessee Series LLC?
Online submissions are typically processed within 24 hours. Paper filings usually take up to 10 business days.
Does a Tennessee Series LLC need a registered agent?
Yes. Per T.C.A. § 48 -208-101 (2019), a Tennessee Series LLC is required to have a registered agent to accept service of process (notice of an impending lawsuit) on its behalf. You can choose to act as your own registered agent, appoint someone within the business, or hire a registered agent company. Regardless of what path you take, your registered agent must be available during regular business hours and have a Tennessee street address. PO Boxes are not allowed.
Does each series of a Tennessee Series LLC require its own registered agent?
Nope. Each series of your Tennessee Series LLC shares a registered agent with the master LLC.
Can I add or remove series from my Tennessee Series LLC?
Yes. To add or remove series from your Tennessee Series LLC, you’ll need to update your operating agreement. You are not required to file anything with the state.
Create a Tennessee Series LLC Operating Agreement
Your operating agreement is the document that defines how your Series LLC will function, who owns it, and which members are associated with which series, and how the organization will handle any internal disputes, should they arise.
Your LLC operating agreement also authorizes your Tennessee Series LLC to establish individual series.
You aren’t required to file your operating agreement with the Tennessee Secretary of State. However, without a documented outline, a judge may not uphold each series’ liability protection.
How do I write a Tennessee Series LLC operating agreement?
Because your operating agreement is a legal document, we strongly recommend consulting with an attorney when creating your Tennessee Series LLC operating agreement. But, that doesn’t mean you need to start with a blank sheet of paper. At Northwest, we provide you with a template for creating an LLC operating agreement that you can customize to fit your specific needs. Check out our free LLC templates below:
Get Federal EINs from the IRS
Does my Tennessee Series LLC need a federal EIN?
Yes. Obtaining an EIN (Employer Identification Number) from the IRS will allow your business to open bank accounts, hire employees, and file state and federal taxes. You’ll also need an EIN if you want to take advantage of tax elections like the S corporation. To apply for an EIN, you can visit the IRS website and submit your EIN application online, mail, or by fax. There is no fee.
Should I get separate EINs for Each Series in my Tennessee Series LLC?
Yes, probably. To properly maintain your Series LLC, you’ll need to keep separate financial records—which means opening individual bank accounts for each series. And, to open the necessary bank accounts, you’ll need separate EINs.
Open Bank Accounts For Your LLC and Each Series
To open a bank account for your Tennessee Series LLC, you’ll likely need to provide your local bank with the following information:
A copy of your Articles of Organization
Your operating agreement
Your EIN (Employer Identification Number)
If your Series LLC has multiple members, you may provide a resolution that states you or the persons establishing the account are authorized to do so by the other members.
Obtain any required business licenses
Does a Tennessee Series LLC need a business license?
Maybe. You won’t need a business license if your LLC earns less than $3,000 each year. If your total annual income is greater than $3,000 but less than $10,000, you’ll need to obtain a minimal activity license from your local county or municipal clerk. If your profits are greater than $10,000, you’ll need to apply for a standard business license with your county or municipal clerk.
The cost of either license will vary between counties; however, most charge between $15 and $50 each.
File Tennessee Series LLC Reports
Tennessee requires Series LLCs to file a Tennessee Annual Report each year with the Secretary of State, Business Services. The minimum filing fee for LLCs is $300. If your Series LLC has more than six members, you’ll pay $50 for each additional member. The maximum amount you’ll pay is $3,000.
Your report is due each year on the first day of the 4th month following the end of your fiscal year. For most companies, this is April 1st.
Does each series need to file a Tennessee Annual Report?
Yes. Each series within your Tennessee Series LLC will be required to file an annual report. On the form, you’ll want to include the following information:
Registered agent information
Manager information. If your LLC is member-managed, you’ll only need to include the current number of members.
You may file online through the Secretary of State website or by mail.
Pay the Tennessee Franchise and Excise Tax
Tennessee assesses two taxes—franchise tax and an excise tax—for the right to do business in the state. The franchise tax is based on your Series LLC’s net worth or the value of real or tangible property—whichever is greater. The minimum franchise tax is $100. The excise tax is 6.5% of your Tennessee taxable income. Both are due on the 15th day of the 4th month following the end of your company’s fiscal year. For most businesses, this will be April 15th.
You must file your Tennessee Franchise and Excise Tax Return (FAE 170) online through the TN Department of Revenue website.
What counts as real property?
Real property is anything you can’t move—for example, buildings, land, and fences.
What counts as tangible property?
Tangible property consists of property that can be moved—such as business equipment, furniture, and automobiles.
Does each series need to pay the franchise tax and excise tax?
Yes. Because each series within the Series LLC acts as its own independent company, all series must file and pay the Tennessee Franchise and Excise tax. We recommend seeking professional help from a financial specialist or certified public accountant (CPA).