How To Form an LLC In Tennessee
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1. Choose a Name for Your Tennessee Limited Liability Company
Check for an Available Name for the LLC in Tennessee: You have to check for name availability before you choose a name for your LLC. To check for name availability you can search online databases and other official registers and records. At the official website of the Tennessee Secretary of State you can search a database of business entities: Tennessee LLC.
Reserve a Name for Your Tennessee LLC: You do not have to reserve a name for your LLC, but it might be a good idea to reserve a name if you do not plan to file Articles of Organization right away. You can download an application to reserve a name for your LLCs here: Tennessee LLC. You will pay a $20.00 filing fee to have a name reserved for a period of 4 months.
Filing for Trademarks Protection and Doing an LLC Name Search: It may be that the name that you choose for your LLC is available in Tennessee but in use by an LLC in another state. If another LLC is using the same name, there may be restrictions on your use of the name. Consult an attorney for advice concerning these restrictions to find out how you can take steps to protect the name that you have chosen. At _____________ you can find more information on choosing a name for your LLC.
Tennessee LLC Name Requirements: You have to include the designation "LLC," “L.L.C.,” or "Limited Liability Company” in the name of your Tennessee LLC. Note that “LLC” stands for “Limited Liability Company,” and not “LLC Corporation,” “Limited Liability Corporation,” or anything else that may denote a corporation. An LLC is not a corporation—it is a different type of business entity entirely.
2. Find a Registered Agent in Tennessee
You have to choose a registered agent before you can form your Tennessee LLC. The registered agent that you choose will act as an agent for service of process for your LLC and will receive all tax forms and other official documents and forms as well as legal notices. A number of corporate services companies in Tennessee provide registered agent services to LLCs for a fee of around $75.00 to $150.00.
3. File Articles of Organization with the Tennessee Secretary of State
Minimum Requirements for the Articles of Organization: The Articles of Organization that you file for your Tennessee LLC should include the name of your LLC, the name and address of your registered agent, and the complete address of your principal executive office. You should also state whether the LLC will be managed by a manager or by the members. The Articles of Organization should be signed by each of the organizers. You can download a form for this document here: Tennessee LLC.
Other Tennessee Legal Provisions: You should consider including some additional provisions in your Articles of Organization. Consult a lawyer for advice on which additional provisions are the most beneficial and important for your company.
Where to Submit the Articles of Organization for Filing: You should send your signed Articles of Organization to the Department of State, Corporate Filings, 312 Eighth Avenue North, 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243.
Filing Fee: The filing fee for Articles of Organization in Tennessee is $50.00 per member, with a minimum fee of $300.00 and a maximum fee of $3000.00.
4. Form a Tennessee Limited Liability Company Agreement (Operating Agreement)
You have to file Articles of Organization to form an LLC in Tennessee, but you have to create an LLC Agreement to govern the day-to-day operations of your LLC. LLC Agreements are created to govern operations of an LLC and the actions of its members much the way that by-laws govern corporations. Your LLC Agreement should be specific to the requirements of your company. You should think about the purpose of your LLC when you are creating your LLC Agreement. Did you form your LLC to run a construction company, a restaurant, an Internet retail business, or some other kind of business? You should also think about issues such as procedures for admitting new members and voting, the organization of the members, and the distribution of money among the members. You should think about who will be the principal investor of capital and if you will seek outside investors. You should think about what will happen if you eventually decide to sell the company, incorporate, or dissolve the LLC. There are many issues to think about when you are creating your LLC Agreement. It is best to consult a lawyer and an accountant so that you can be sure to create an LLC Agreement that is in compliance with all state requirements and federal tax laws.
After you create your LLC Agreement, you should prepare to make securities filings for your LLC, obtain an EIN from the IRS, and apply for a business license in the place where you will be doing business. There are a number of corporate services companies in Tennessee that provide assistance with these filings to LLCs for a fee. At http://www.cityapplications.com/business-licenses.html you can find more information on how to get a business license in your city.
5. Qualify Your Tennessee LLC to Do Business in Other States
You have to qualify or register your LLC before you can do business in other states. You have to qualify your LLC before you can do business in your home state as well if the main office of the company is located in another state. You should be prepared to pay taxes in your home state whenever you do business in other states. At [Qualifying to Do Business in Other States] you can find more information on how to qualify your LLC to do business in other states.
6. Make Annual Filings and Pay Annual Taxes in Tennessee
Tennessee requires an annual report from all Limited Liability Companies. You can file your annual report online here: Tennessee LLC. The fee for the annual report is $50.00 per member, with a $300.00 minimum fee and a $3000.00 maximum fee. Tennessee also requires that you file a tax report annually and pay state taxes for your LLC. At the official website of the Tennessee Department of Revenue, you can find more information about the taxes that will apply to your LLC: Tennessee LLC.
You have to make many decisions during the process of forming an LLC in Tennessee. It is best to consult an accountant and an attorney so that you can have confidence that an LLC is right for your company and that all your paperwork is being processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.