Guide to Starting a Tennessee LLC

If you’re thinking about starting your own business as an LLC, Tennessee may be the place to make it happen. Beyond the beautiful scenery and music, the Volunteer State has a solid reputation for being friendly to business. In fact, Tennessee ranked #5 in CNBC’s Top States for Business 2021.

And, just as Tennessee is a business-friendly state, a limited liability company (LLC) is a business-friendly concept. It’s a business entity type that allows its owners (called “members”) to have the personal limited liability protection of a corporation with the tax benefits and flexibility of a sole proprietorship.

But starting one can feel overwhelming, like you’re tangled in piles of red tape. In this guide, we’ll walk you through the process. We’ll also show you how our many formation services can make the process easier so you can get to the enjoyable parts of your business more quickly.

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How to Start an LLC in Tennessee

First, you’ll need to find an available name for your LLC and appoint a registered agent. From there, you’ll be able to file Articles of Organization with the Tennessee Secretary of State. Next, you’ll likely want to create an operating agreement and get a federal tax identification number.

Okay, here’s our step-by-step guide for how to create an LLC in Tennessee.

1. Name your Tennessee LLC
2. Appoint a registered agent in Tennessee
3. File a Tennessee Certificate of Formation
4. Create an Tennessee Operating Agreement
5. Apply for an EIN
6. File your LLC’s BOI report.

Step 1: Name your Tennessee LLC

Pick an available name for your LLC. Brainstorm some LLC names that are memorable and convey what your business sells. Beyond that, though, you need to follow Tennessee’s rules for naming LLCs.

Here are some important guidelines to follow:

• Your name must be distinguishable from all other business names in Tennessee.
• The name must contain a “designator” like “LLC” or “Limited Liability Company”
• The name can’t suggest that the business is established for an illegal purpose.
• The name must not appear to be affiliated with any fraternal, veteran, religious, charitable, or professional organization without written permission from the organization.
• The name can’t use words that make it sound as if it’s a government agency.
• Using the words “bank,” “banks,” “banking,” “credit union,” “trust,” or “insurance company” requires written approval from the Tennessee Department of Financial Institutions or the Tennessee Department of Commerce & Insurance, respectively.

For a complete list of LLC naming rules, see Chapter 207 of the state’s Limited Liability Company Statutes.

Naming a Professional LLC (PLLC) in Tennessee

Tennessee professionals like doctors, lawyers, or dentists have the option to create a professional limited liability company, an LLC organized to give professionals liability protections while complying with licensing requirements. For the most part, the process to start a PLLC is similar to a standard LLC. But there are a few different nuances to adhere to, and naming your PLLC is one of them.

When you name a PLLC, you’ll use a slightly different designator to end your name. “Professional limited liability company,” “Professional limited company,” or “limited liability professional company” are all acceptable choices. You can also use abbreviations of those designators: “P.L.L.C.,” “P.L.C.,” or “L.L.P.C.,” with or without the periods. Your name must not include “corporation” or “incorporated,” and you should also avoid using terms that mislead people about your business purpose.

Last but not least, please check with your industry’s licensing agency or regulatory board to see if there are any specific business naming requirements for your industry. If there are any rules, you’ll need to ensure your PLLC name upholds those requirements, as well.

Performing a Business Name Search

How do you know whether your desired business name has already been claimed by someone else? You start by using the business name search engine on the Tennessee Secretary of State website. Take a look at our guide to conducting a Tennessee business name search.

The website cautions you not to assume that a name is available until you get official approval from the Secretary of State, either by having your Articles of Organization approved or by reserving a business name.

Reserving a Business Name

If you aren’t planning to file your Articles of Organization right away, consider reserving your business name to keep anyone else from claiming it in the meantime and to get confirmation that the name is available. Tennessee allows potential business owners to submit a name reservation application to reserve an available name for up to four months.

Before you make a final decision on a name, though, you have a couple of additional considerations.

Federal and State Trademarks

The Tennessee Secretary of State doesn’t check to see whether the name you want to use is trademarked. So, even if they approve your business name, someone else with a federal or state trademark may later challenge your right to use the name in court.

It’s best practice to run a trademark database search on the U.S. Patent and Trademark Office website as well as on the state website (or have an attorney do so). Note that federally protected trademarks are nationwide; state-protected ones only apply within Tennessee (or the state that issued them). 

Seek a matching domain name

Even if you don’t sell your products or services directly online, you’re going to want a presence on the web. At the very least, you want your company’s name, address, and contact info to pop up when potential clients search for it.

That’s why getting a good domain name that pairs well with your business name is so important. We have a domain name service to help you find and purchase a domain name for your business. We can also help you create a business website and provide domain name privacy.

LLC Tennessee: Filing a DBA

Some companies may want to use an assumed name for their Tennessee LLC. In other states, this is known as a “doing business as” (DBA) name. This allows your company to separate services under various titles or to advertise without the mandated “LLC” designator. Learn more about Tennessee DBAs.

Step 2: Appoint a registered agent in Tennessee

Name a registered agent for your LLC. A Tennessee registered agent is an individual or business entity that receives legal notices (like service of process) and official government correspondence involving your company. 

Who can be a registered agent in Tennessee?

Tennessee law requires all LLCs to have a registered agent with a registered office where they will be available to receive notices in person. The registered office may be the same as any of the LLC’s places of business, but it doesn’t have to be. For more information, check out the “General Provisions” section of Title 48 of Tennessee’s state statutes.

The registered agent may be:

• An individual residing in Tennessee whose business office is identical to the registered office;
• A domestic corporation or nonprofit domestic corporation whose business office is the same as the registered office; or
• A foreign corporation or nonprofit foreign corporation authorized to transact business in Tennessee that has a business office identical to the registered office.

Note that the registered office must be a physical street address, so you can’t use a P.O. box or something similar. The registered agent must also be available during regular business hours.

The Importance of a Tennessee Registered Agent

It’s crucial to pick the right person or service to fulfill your registered agent obligations. While it’s perfectly legal to appoint a friend or family member to fill this role or serve as your own agent, it isn’t always a good idea. 

Look at it this way: your friends or family are probably going to go on vacation, get sick, or run errands sometimes. So your agent, whether intentionally or not, might not be present, and the process server wouldn’t be able to find them. In that case, the legal action against you could go forward without you even knowing about it. 

You could also lose your good standing in the state. In severe cases, you might even face administrative dissolution.

Hiring a Registered Agent Service in Tennessee

Some business owners prefer to be their own registered agent, but there are drawbacks, like those we’ve just mentioned. There’s also the potential embarrassment of being served with a lawsuit while you’re in front of customers or employees. This is where registered agent services like ours can help. We can put you in contact with our commercial registered agent partners in Tennessee. This registered agent service allows you the peace of mind of knowing you are legally compliant while keeping certain matters discreet.

Step 3: File Tennessee Articles of Organization

File your Tennessee Articles of Organization. Once approved, this will officially register your Tennessee LLC in the eyes of the state.

To file with the Tennessee Secretary of State, you’ll need to make key information about your business ready and available. Make sure your chosen name has been researched and cleared. Double-check that you have all the contact information for your members and registered agent handy. The Tennessee Secretary of State accepts filings online, by postal mail, and by hand delivery, along with the relevant filing fee.

What information do I need for my Articles of Organization?

The Tennessee Articles of Organization form asks for the following information. Be aware that this information becomes available to be searched in public records once submitted.

• The name of your LLC (including the designator)
• The name and complete address of the registered agent and office
• Fiscal year closing month – The month of the year that concludes the LLC’s fiscal year
• The effective date of the document, if not immediate. You can have the official date your LLC begins delayed up to 90 days from when you file the Articles.
• Whether the LLC will be managed by its members, a manager, or a director
• The number of members the LLC has on the date of filing
• Statement regarding your LLC being an Obligated Member Entity. Normally, LLC members aren’t personally liable for the business’s legal and financial obligations. However, your LLC can identify specific members who will have personal liability for the company. If you select this option, you have to provide an appropriate statement about it on your TN LLC Articles of Organization.
• Any additional designations for your LLC. There are standard LLCs and there are LLCs that have additional designations. These additional designations can include non-profit LLCs, professional LLCs, and Tennessee series LLCs.
• Period of duration (if not perpetual). If you want the LLC to end on a certain date, put that date here.
• The principal address of the LLC. This must also be a physical street address and not a P.O. box. You’ll also need to provide an email for the business where reminders and notifications will be sent.
• Name and signature of the LLC organizer.

You can apply online via the Tennessee Secretary of State website or print the paper form and mail it to:

Department of State
Corporate Filings
312 Rosa L. Parks Ave.
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243

Note: if you’re filing as a PLLC, you’ll use the same version of the form. Tennessee doesn’t have a separate Articles of Organization for PLLCs. Just be sure that while you file, you complete all the sections related to a PLLC, including identifying your profession and confirming that you’re appropriately licensed.

If you’re having trouble doing this by yourself or don’t have the time, that’s okay! Filing official government documents to the Tennessee Secretary of State can be intimidating and complicated. With our business formation services, we can handle it for you to make sure it’s done quickly and correctly.

Why would I delay my Tennessee LLC filing date?

Some entrepreneurs, especially if it’s near the end of the year, will delay their LLC filing date to January 1 of the coming year. This way, they can avoid the hassle and cost of having to pay taxes on an LLC in the current year. This is especially true if the future LLC owners don’t need to establish the company right away.

Ordinarily, the effective filing date would be at the time of filing. But you also have the option to tell the state that you want your effective date to be at a later time. You can choose to have your LLC’s effective date be up to 90 days past the date you submit the filing.

This is something else we can help you with. When you form your LLC with us, we give you the option of paying an extra fee to have your LLC’s effective date delayed. (This service is only offered from October to January.)

How to Amend Your Articles of Organization

You should only need to file your Articles of Organization once. But if any of the original Articles of Organization information needs to be updated, altered, or expanded, your business is required to inform the state about the changes.

You would report these changes by filing Tennessee Articles of Amendment and paying a filing fee. If your Articles of Organization isn’t current, it could impact your ability to get a Tennessee Certificate of Existence (called a “Certificate of Good Standing” in most states). This document isn’t required to conduct business, but it can be important for business accounts, potential investors, and expanding your business to other states. Basically, failing to keep your business up to date with state requirements can limit your LLC’s potential future growth.

When you need help amending your Articles of Organization, we have an amendment filing service that can handle it for you. Our Worry-Free Compliance service also includes two amendment filings every year and informs you of upcoming filing deadlines.

Step 4: Create an operating agreement for your Tennessee LLC

Make an operating agreement for your LLC. While it’s not a legal requirement to have a Tennessee operating agreement, it’s very wise to have one.

An operating agreement (OA) clearly defines the terms of ownership and management for an LLC.  And, without one, you’ll be subject to Tennessee’s default rules for LLCs, which might not reflect the wants of yourself and the other members.

Benefits of a Tennessee LLC Operating Agreement

Here are some of the benefits an OA offers to owners of an LLC:

• Creating an OA empowers you to customize your business’s rules and procedures to serve your LLC’s interests, requirements, and expectations.
• Agreements help prevent future conflicts between LLC members by clearly indicating the powers and privileges of each member.
• An OA helps separate your business from your personal assets in the courts’ eyes, further sheltering your savings from personal liability for business debts.
• A well-drafted agreement specifies the rules and procedures to guide the LLC if you want to add or remove members from the business.
• It creates a plan of succession for when a member passes away, which is useful even for single-member LLCs. The agreement can stipulate what happens to that member’s portion of the business.

What should I include in my LLC operating agreement?

Here are some basic items you may want to include in your OA:

• Ownership Allocation: Flexibility in ownership distribution allows for uneven splits among members if desired, accommodating different investment levels.
• Authority in Business Operations: Clearly define who has the authority to act for the LLC, including signing checks, negotiating agreements, and decision-making processes.
• Admission and Removal of Members: Outline specific criteria and procedures for adding new members and the protocol for member exits, including financial settlements.
• Dissolution Process: Include guidelines for closing the business, such as asset liquidation, debt settlement, and profit distribution among members.

Feeling unsure as to how to create a comprehensive operating agreement for your LLC? We offer a customizable template to help get you started.

Do I need an operating agreement if I’m the only owner?

It seems like most of the content in your operating agreement is intended to avoid disputes among the LLC members, so you might think you don’t need one if your LLC is just one person. But potential investors, future business partners, and others may want to see your operating agreement, anyway.

Your operating agreement can also explain in detail what you want to happen to the business and its assets if you die or become incapacitated.

One more thing to consider: Someone could take an LLC owner to court to try to show that the owner and the LLC are the same entity so that they can go after the owner’s assets and bypass the personal asset protection. If that happens, having an operating agreement in place is one more thing further demonstrating to the court that the business owner and the LLC truly are separate.

Step 5: Apply for an EIN for your LLC in Tennessee

Apply for an Employer Identification Number (EIN) with the federal government. An EIN is a nine-digit number that acts like your business’s Social Security number. A federal EIN can be used to open a bank account, hire employees, and pay taxes. 

Register with the Internal Revenue Service

You get a Federal EIN by applying with the IRS. You can do this online or by mailing in a form. Note that if you file online with the IRS, you must complete the process in one sitting. The IRS cautions that you can’t save the form and go back later. Make sure you have all your business’s information ready when you file to save time.

If you’d rather deal with the IRS as little as possible, we can get your Employer Identification Number for you. Our EIN service is quick and eliminates the hassle.

Register for Tennessee taxes

You’ll also have to register to pay state taxes. The Tennessee Department of Revenue has an online system called the Tennessee Taxpayer Access Point (TNTAP) in which you can register for the following taxes:

• Sales and Use Tax
• Business Tax (Gross Receipts)
• Franchise and Excise Taxes
• Liquor-by-the-drink Tax
• Tobacco Tax and Licenses
• Television and Telecommunications Sales Tax

Not all Tennessee taxes can be registered for online, such as the automobile rental surcharge tax, tire fee, and used motor oil taxes. See the Tennessee Department of Revenue website for instructions on how to register for these taxes with paper applications.

Open a business bank account for your Tennessee LLC

Once you have an EIN, you’ll be able to open a business bank account. Having separate accounts for your business and personal banking is crucial for sorting out your finances at tax time. It also helps ensure that you aren’t commingling funds. Mixing business and personal funds could also be used against you if someone takes you to court to challenge whether you and your LLC are truly separate entities.

We offer a discounted bank account for new businesses. It offers online banking, unlimited transactions, a debit card, and more. If you want to let others in the business use the account, then we offer a banking resolution template to make it easier. You might also want to think about getting a business credit card to start building a credit history.

For more help organizing your business’s finances, try Money Pro to create invoices, receive payments, transfer money, and manage clients all in one place.

Can filing as an S corp lower my taxes?

The LLC business structure gives you flexibility, and that extends to how you can choose to have your LLC taxed. By default, LLCs are taxed like pass-through entities, letting them avoid “double taxation.” Under double taxation (which Tennessee corporations deal with), the business profits are taxed twice: once at the business level and again when the owners receive their share of the profits. 

Some LLCs elect C corporation tax status because it offers them the widest range of tax deductions, which can prove advantageous. For example, employee insurance premiums could be written off as a deductible expense. 

But other LLCs elect S corporation status, a tax status intended for small businesses. This status gives you pass-through taxation, but it has the distinct advantage of potentially reducing self-employment taxes (federal taxes for Social Security and Medicare). Learn more about S corporations with our guide to what an S corporation is.

We highly recommend consulting with a tax professional to learn which tax status is best for you. And if you ultimately decide to elect S corp status, our S corp service can help you do that.

Step 6: Submit your LLC’s beneficial ownership information report

For LLCs and other small businesses, filing a beneficial ownership information report, or BOI report, is a new requirement for 2024. This report was introduced by the Corporate Transparency Act, which aims to help prevent corporate financial fraud by hindering organizations’ ability to use shell corporations for illicit activities. Failing to report can have severe criminal and civil penalties. 

To submit the report, you’ll need to file online (or by PDF upload) on the Financial Crimes Enforcement Network’s website, or FinCEN. The report will ask you to provide the name, address, and identifying documents of each beneficial owner for your LLC. According to the Act, a beneficial owner is anyone who holds 25% or more of the LLC’s ownership interest, gets significant economic benefit from its assets, or exerts substantial control over it. 

Tennessee doesn’t have a state version of the form, so you’ll only need to file on the federal level. But be sure to file on time. If you’re starting your LLC during 2024, you’ll have 90 days after Tennessee approves your Articles of Organization, and LLCs filed in 2025 and beyond will have just 30 days to file. Any LLCs filed before 2024 will have until January 1, 2025. 

For more information about the BOI reporting process, check out FinCEN’s website. And for help filing, check out our BOI report filing service.

Pros and Cons of Forming an LLC in Tennessee

When considering the formation of an LLC in Tennessee, it’s important to weigh the specific advantages and challenges this business structure presents.

Advantages

• Limited Liability Protection: Protects personal assets like homes and savings from business debts and lawsuits, minimizing personal risk, especially for small business owners.
• Tax Flexibility: Offers pass-through taxation to avoid double taxation like in C corporations, with options for C or S corporation tax structures for additional benefits.
• Operational Flexibility: Fewer statutory requirements than corporations; no need for annual meetings or a board of directors, making it ideal for smaller businesses and solo entrepreneurs.

Disadvantages

• Compliance Costs and Complexities: Despite being simpler than a corporation, it involves state-specific legalities like annual report filings, posing challenges, particularly for small businesses.
• Difficulties in Raising Capital: Limited in attracting investors due to the inability to issue stock, potentially hindering business expansion or capital-intensive ventures.
• Risk of Losing Limited Liability Protection: Risk of personal asset liability if the company doesn’t maintain clear separation from its owners, such as mixing personal and business finances.

Understanding these aspects is crucial for anyone looking to start an LLC in Tennessee, helping them align their business approach with their goals and risk tolerance.

Types of LLCs in Tennessee

If you’re thinking of forming an LLC in Tennessee, there are actually a couple of different types available, each suited to different business needs.

Single-Member LLCs

If you’re a solo dreamer in the Volunteer State, then a single-member LLC might be a perfect fit. With this structure, you take charge as the sole owner while also enjoying the liability shield that LLCs offer.

Multi-Member LLCs

If you have one or more friends or family members excited to start a business with you, then a multi-member LLC could be a great way to team up with security. A multi-member LLC helps ensure each member’s input is valued while splitting profits, losses, and responsibilities according to the agreed terms.

Professional LLCs

A professional limited liability company (PLLC) is made for licensed professionals such as doctors, engineers, and attorneys. It provides liability protection while meeting professional licensing requirements. PLLCs do not shield members from personal malpractice claims but protect against claims made against other members.

Cost of Forming an LLC in Tennessee

When forming an LLC in Tennessee, you can expect to encounter several costs. 

• Filing Fee for Articles of Organization: $307 minimum and $3,000 maximum; $50 per member
• Registered Agent Service Fee: Varies, but averages between $100-$300 per year
• Annual Report Filing Fee: $300 minimum, $3,000 maximum; $50 per member
• Business License Fees: Varies, but averages between $15 to hundreds
• Business Name Reservation: Optional expense, $20 to reserve
• Creating an Operating Agreement: Varies, but often ranges between $750-$5,000

Annual Compliance and Reporting

In Tennessee, LLCs are required to file an annual report to maintain compliance. This report keeps the state updated on essential information about your LLC, such as changes in address or management. The annual report filing always has a filing fee of at least $300, and it’s crucial for keeping your LLC in good standing with the state. 

There’s also a good chance that your business will need specific licenses or permits. For starters, if you have more than $3,000 in gross sales during the year (but less than $100,000), you’ll need the state’s Minimum Activity License. Businesses with more than $100,000 in gross sales need the standard business license. It’s also quite common for business owners to need specific licenses for their industry. If all of this research sounds overwhelming, our business license report service can help.

Even after you get these licenses, your work isn’t quite finished; you’ll probably be required to renew these licenses on a regular basis. Failure to comply with these requirements can result in penalties or even administrative dissolution of your LLC.