How to File a Tennessee LLC or Corporation Amendment

When forming your Tennessee limited liability company (LLC) or corporation, you first need to file the Articles of Organization or Corporation Charter with the Tennessee Secretary of State. These are legal documents that officially launch your new company into existence and contain basic information about your business. As your business grows and evolves, your Articles of Organization or Corporate Charter must reflect any changes that you implement along the way by filing Articles of Amendment. Let’s take a closer look at how to amend your Tennessee LLC’s Articles of Organization or your Corporate Charter, why you might need to do so, and how we can help. 

Amending a Tennessee LLC Articles of Organization

If you need to make changes to a Tennessee LLC, we’ll show you how in this section. But if you’re looking to update a corporation, please keep scrolling to the section titled “Amending a Tennessee Corporation Corporate Charter.”

Step 1: Determine if you need to amend your Articles of Organization

Your Tennessee Articles of Organization is what formally creates your LLC, and until you file it, your LLC doesn’t technically exist. It requests a lot of basic information about your business, including:

• The LLC’s name
• Name and address of the registered agent
• When the company’s fiscal year ends
• Effective date for the filing
• How the LLC will be managed: by members, directors, or managers
• Address of the principal office
• Number of members at the time of filing
• Duration (if not perpetual)
• Designation as a non-profit, professional, or series LLC (if applicable)
• List of obligated members and their signatures
• Other provisions you wish to include

Generally speaking, if you need to make changes to this information, you’ll need to file amendment paperwork.

Step 2: Identify and gather the information you need to amend

In Tennessee, you can use the Articles of Amendment to change anything that’s lawful within your Articles of Organization. For example, you can change your business name, your registered agent, how your business is managed, or even the provisions you added to your original Articles.

Before you get into the filing process, it’s helpful to gather information for the changes you’ll be making. For example, if you’re going to update the names of your obligated members, you’ll need to get their names and signatures. If you’re going to update your name, you’ll want to check that you’ve got the proper spelling for both the old and new names. You’ll also need to provide your LLC’s control number when you file.

Last but not least, you’ll need to provide information about how the amendment was adopted and approved.

Having all of this information on hand can help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Tennessee, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

If your business’s Articles of Organization aren’t current, the limited liability company may not be able to obtain a Tennessee Certificate of Existence (called a Certificate of Good Standing in most states). Operating a Tennessee business doesn’t require a Certificate of Existence. However, it’s necessary when opening a new business bank account, payment processing system, or if requested by potential investors or new members. So, while an out-of-date Articles of Organization won’t spell immediate disaster for your business, it can cause problems if you’re not careful.

Step 3: File your Articles of Amendment with the Tennessee Secretary of State

Next, you’ll file the paperwork. In Tennessee, you’re allowed to file the Articles of Amendment by downloading the form from the state department’s website and filing by mail or by dropping off the form in person with the Department of State’s corporate filings division. You’ll need to fill it out with all the information you gathered in Step 2.

In addition to filing at the state level, a copy of the LLC amendment must be filed with the Register of Deeds in the county where the LLC’s principal office is located.

At the time of this writing, this filing costs $20 to submit. Once it’s processed, your amendment goes into effect.

Note: If the only change you’re making is your business’s mailing address, you can do that online. Find your LLC by performing a business information search on the Tennessee Secretary of State website. Then, select “Available Entity” Action and click “Update Mailing Address.”

Amending a Tennessee Corporation Corporate Charter

Need to make changes to your corporation? We’ll show you how in this section.

Step 1: Determine if you need to amend your Corporate Charter

The Corporate Charter is what formally creates your company. It requires a lot of basic information about your business, including:

• Your corporation’s name
• Additional designation for the company
• Name and address of the company’s registered agent
• Fiscal year closing month
• Duration of the business (perpetual is most common)
• Effective date for the filing
• Number of shares the corporation can issue
• Complete address for the business (and mailing address, if different)
• Name and address of each incorporator
• If the business will be a professional corporation
• Other provisions you want to include
• Signature of an incorporator

Generally speaking, if you need to make changes to this information, you’ll need to file an amendment.

Step 2: Identify and gather the information that needs to change

Before you jump headfirst into the paperwork process, it’s time to narrow down what information needs to change within your corporate charter. You can make a lot of changes to your Articles of Amendment, including the company name, the business address, the registered agent, and any of the provisions you added. Basically, if corporate law allows the provision you’re making, then you can amend it. You’ll also need to track down your state control number.

You’ll also be asked to provide information about who approved the change and, if necessary, how the shareholder vote broke down to approve it.

Gathering all this information before you start filing the paperwork can help streamline the filing process.

Step 3: File the Articles of Amendment with the Tennessee Secretary of State

Now, it’s time to submit your paperwork. You’ll start by downloading the “Articles of Amendment to the Charter For-Profit Corporation” form from the TN Secretary of State’s website, and you’ll fill it out with the information you gathered in Step 2. Tennessee allows you to file this form by mail or by dropping it off in person at the Secretary of State’s corporate filings division.

In addition to filing at the state level, a copy of the corporation amendment must be filed with the Register of Deeds in the county where the LLC’s principal office is located.

At the time of this writing, this form costs $20 to submit. Once the filing is processed, it goes into effect.

Note: If the only change you’re making is your business’s mailing address, you can do that online. Find your corporation by performing a business information search on the Tennessee Secretary of State website. Then, select “Available Entity” Action and click “Update Mailing Address.”

Tennessee Articles of Amendment vs. Restated Articles of Organization or Restated Charter

Restating Tennessee Articles of Organization or Corporation Charter allows you to have all current information about your LLC or corporation in one document rather than one document with multiple amendments. 

According to the Tennessee Revised Limited Liability Company Act, “An LLC may restate its Articles of Organization at any time. Restated Articles of Organization shall be designated as such in the heading. If the restatement also contains one or more amendments to the articles, the restatement shall be designated in the heading as ‘Amended and Restated Articles of Organization.’”

The language for corporations is pretty similar, permitting a full restatement provided it’s approved by the appropriate group, such as the shareholders or incorporators (depending on the stage of business the corporation is in).

Tennessee Articles of Amendment vs. Statement of Change

If you only need to change your registered agent, you can use the “Statement of Change of Registered Agent/Office” form instead of the full Articles of Amendment. This can be filed online, by mail, or in person. This form is simpler, but if you need to make extra changes on top of updating your agent, you’ll need to file a full amendment instead.

Tennessee Articles of Amendment vs. Change of Mailing Address

If the only change you’re making is updating your mailing address, you don’t have to file the full Articles of Amendment. Instead, you can use the “Change of Mailing Address” form to alert the state that your contact information is different. This form is simpler, and at the time of this writing, it’s free, too. You can do this filing online, by mail, or in person.

If you’re changing your mailing address in tandem with other changes, you’ll need to file the full Articles of Amendment.

Tennessee Articles of Amendment vs. Statement of Correction 

Tennessee LLC or corporation amendments are used for material changes to the information in the Articles of Organization or the Corporate Charter. A Tennessee Statement of Correction is used under two circumstances. These changes include when the original articles: 

• Contained an incorrect statement
• Were defectively executed, attested, sealed, certified, or acknowledged

The Statement of Correction must assert the reason that the statement was incorrect or the reason that execution was defective. You can mail the form or deliver it in person, and the filing fee is $20 as of this writing.

Let us help with your Tennessee business compliance needs

Changes to your business are necessary, and so is compliance. Let us help remove some of the stress that comes with reporting and tracking every document you have to submit in order to remain in good standing. Consider using our amendment filing and Worry-Free Compliance services, and let us help you grow.