Forming a Single-Member LLC in Tennessee | A Guide For Business Owners

Forming a Single-Member LLC in Tennessee

If you would like to start an LLC in Tennessee, also known as The Volunteer State, there are a few things that you should consider. In Tennessee, putting up a single-member limited liability company (LLC) will benefit you and your business since it protects your assets, and maintain good standing. It also combines a corporation’s limited liability protection with a sole proprietorship’s simplicity and flexibility.

In this article, Webinarcare Editorial Team will walk you through the step-by-step process of forming a Single-Member LLC in Tennessee and provide valuable tips to help you succeed in your entrepreneurial journey.

Understanding Single-Member LLCs

A single-member LLC in Tennessee is a business entity with only one owner, also known as a member. This business structure offers several advantages, including limited liability protection, pass-through taxation, and ease of management. In Tennessee, single-member LLCs are subject to state-specific regulations and requirements, which may vary from other states. The formation process typically involves choosing a unique business name, registering with the Secretary of State, and completing other required steps to comply with Tennessee laws and regulations.

A Limited Liability Company is subject to state-specific regulations and requirements, which we will cover in this guide. Before that, we reviewed some of the Best LLC Services for you to check out.

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It is suggested that you speak with a legal professional before you begin setting up your single-member LLC. They’ll understand what’s best for you and your company. To safeguard your personal assets from business debts, you can always start an LLC for your business.

WEBINARCARE EDITORIAL TEAM

How to Form a Single-Member LLC in Tennessee

To form a single-member LLC for your business, you must follow the guidelines, including research and planning, registering your single-member LLC, establishing your business operations, and maintaining compliance with Tennessee regulations.

Step 1: Research and Planning

Before you can form your single-member LLC in Tennessee, conducting thorough research and creating a solid business plan is crucial. This stage involves the following steps:

Research State-Specific Requirements

Each state has its own regulations for maintaining and forming an LLC. To ensure you comply with Tennessee law, familiarize yourself with the state’s LLC requirements, such as filing fees, Annual Report requirements, and ongoing compliance obligations.

Choose a Business Name

Selecting a name for your LLC is an essential part of the formation process. Your business name should be unique, memorable, and reflective of your products or services. There is a complete guide on Business Name Search in Tennessee for you to have a proper LLC business name. 

In Tennessee, your single-member LLC name must:

  • Include the words “Limited Liability Company,” “LLC,” or “L.L.C.”
  • Not contain any words or phrases that are prohibited by state law
  • Be distinguishable from the names of other businesses registered in the state

If you do not wish to file your LLC right away but want to hold the name that you have decided on, then you can reserve your LLC name for 4 months. You must file a name reservation application in the Tennessee Secretary of State to keep the name. 

You can register your business under a different legal name if your preferred name isn’t available.  Once you have chosen a name, you can submit an application for a DBA (doing business as). In this manner, you can choose any name you desire for your business. A DBA allows a company to operate under the name of the person or entity who owns it. If you have decided to file for a DBA in Tennessee, you can file it in two methods, by mail and in person.

However, before filing a DBA, you should know that you need to renew your DBA for up to five years, which costs varies by county. You can check the availability of your desired business name by searching the Tennessee Secretary of State Business Information Search‘s website.

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Determine Licensing and Permit Requirements

Depending on the nature of your business, you may need to obtain certain licenses and permits to operate legally. Research the specific requirements for your industry in Tennessee by consulting the state’s business licensing portal, contacting your local Chamber of Commerce, or seeking advice from Tennessee Business Attorney.

Create a Business Plan

A well-crafted business plan will guide your single-member LLC’s growth and success. Your business plan for your Tennessee single-member LLC should cover key aspects such as:

  • Executive summary
  • Company Description
  • Market Analysis
  • Competitive Analysis
  • Products and Services
  • Marketing and Sales Strategy
  • Organizational Structure
  • Financial Projections

Step 2: Registering Your Single-Member LLC

Once you have completed the initial research and planning, it’s time to register your single-member LLC with the Tennessee Secretary of State. Here are the steps involved:

File the Articles of Organization

To officially form your single-member LLC in Tennessee, you must file the Tennessee Articles of Organization with the Tennessee Secretary of State. This document includes essential information about your LLC, such as:

  • The name of your LLC
  • The address of your LLC’s principal office
  • The name and address of your registered agent
  • The purpose of your LLC (optional in some states)

You can typically file the Articles of Organization online, by mail, or in person. A filing fee is associated with this process, which costs around $300.

Appoint a Registered Agent

A Registered Agent is a person or entity responsible for receiving legal documents and official notices on behalf of your LLC. In Tennessee, your Registered Agent must:

  • Be a resident of Tennessee or a business entity authorized to do business in the state
  • Have a physical address in Tennessee (P.O. boxes are not acceptable)

It’s essential to choose a reliable and responsible Tennessee Registered Agent, as failure to receive and respond to legal documents can have serious consequences for your business. 

You can serve as your own Registered Agent or appoint a friend, family member, or a professional Tennessee Registered Agent Services.

Obtain an Employer Identification Number (EIN)

An EIN, also known as a Federal Tax Identification Number, is used by the Internal Revenue Service (IRS) to identify your business for tax purposes. You’ll need an EIN to open a business bank account, file taxes, and hire employees (if necessary). 

The application of an EIN in Tennessee can be through the following:

  • Apply Online- The online EIN application is the preferred method for customers to apply for and obtain an EIN.
  • Apply by Fax- Taxpayers can fax the completed Form SS-4 application to the appropriate fax number), after ensuring that the Form SS-4 contains all of the required information.
  • Apply by Mail- The EIN application Form SS-4 can be filed via mail. The processing time frame to receive the mail is four weeks.
  • Apply by Telephone-International Applicants – International applicants may call 267-941-1099 (not a toll-free number) from 6 a.m. to 11 p.m. (Eastern Time) Monday through Friday to obtain their EIN.

In obtaining Tennessee EIN for your single-member LLC, you should be aware to ensure that your LLC is eligible for an EIN. You need an EIN if you have employees, operate as a corporation or partnership, or meet other specific IRS criteria. Before applying, gather the required information, including your LLC’s name, mailing address, and the responsible party’s Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN). Also, you can apply for an EIN through various methods, including online, by fax, mail, or telephone (for international applicants).

Recommended: Professional services have the EIN included in their LLC formation package. We recommend using –

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Register Your Single-Member LLC

If your single-member LLC will collect sales tax, have employees, or be subject to certain state taxes, you may need to register with the Tennessee Secretary of State. Check the department’s website or consult a tax professional for specific registration requirements.

Step 3: Establishing Your Business Operations

With your single-member LLC officially registered in Tennessee, you can now focus on setting up the operational aspects of your business.

Open a Business Bank Account

Opening a separate bank account for your Tennessee single-member LLC is essential for maintaining a clear separation between your personal and business finances. This separation helps preserve the limited liability protection offered by the LLC structure. You can check out the Best Banks in Tennessee, which offer the best fees, services, and convenience for your business needs.

Set Up an Accounting System

Effective financial management is crucial for the success of your single-member LLC. Establish a reliable accounting system to track income, expenses, and tax obligations. You can manage your finances using spreadsheets and accounting software by becoming a CPA in Tennessee.

Create an Operating Agreement

Although not required by Tennessee law, it’s highly recommended that you create an operating agreement for your single-member LLC. This document outlines your LLC’s management structure, decision-making process, and ownership rights. A clear Tennessee Operating Agreement can prevent disputes and provide a framework for managing your business.

The operating agreement includes information like-

  • About Business
  • Members and management
  • Capital contribution
  • Profit Distribution
  • Change of membership
  • Dissolution

Step 4: Maintaining Compliance with Tennessee Regulations

Once your single-member LLC is up and running, staying informed and compliant with state regulations is essential. Here are some key ongoing requirements for LLCs in Tennessee:

File Annual Report

LLCs must file Annual Report with the Tennessee Secretary of State. This report typically includes updated information about your LLC, such as its business address, Registered Agent, and member information. 

In Tennessee, the annual report fee costs around $50 per member which can be paid every 1 year.

Pay Required Taxes and Fees

As a single-member LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your personal tax return. However, you may still be responsible for other state taxes, such as sales tax, payroll tax, or franchise tax which you can pay in Tennessee Department of Revenue.

In terms of franchise tax for your single-member LLC in Tennessee, there is $100 minimum. Consult a tax professional to ensure you meet all your tax obligations.

Maintain Accurate and Up-to-Date Records

Keeping detailed records of your single-member LLC’s transactions, meetings, and decisions is crucial for maintaining compliance with state regulations and protecting your limited liability status. Regularly review and update your records to accurately reflect your business activities.

Cost of Forming a Single-Member LLC in Tennessee

Even if you have a business name and structure in mind, consider whether you can afford the costs of forming an LLC in Tennessee. Articles of Organization costs around $300. The initial filing fee is $300, and the annual fee is $50 per member. 

If you forget to pay the annual fee for your Tennessee LLC, you will have a penalty of $300. However, you can check the Tennessee LLC Cost for additional information. 

Advantages of Starting a Single-Member LLC

Even though some people decide on what to do with their businesses, some choose to put it in their own individual name, while others still choose to set it up via single-member LLC in Tennessee. These advantages will help establish a single-member LLC in Tennessee. 

  • Limited Liability Protection: One of the primary advantages of a single-member LLC is the limited liability protection it provides to its owner. This means that the owner’s personal assets, such as their home and personal savings, are protected from the debts and liabilities of the business. In the event of a lawsuit or financial loss, only the assets owned by the LLC are at risk.
  • Pass-Through Taxation: Single-member LLCs enjoy pass-through taxation, meaning that the business profits and losses are reported on the owner’s tax return. This avoids the double taxation that traditional corporations face, where the company and the owner are taxed separately on the same income.
  • Simplified Management: Single-member LLCs have a simplified management structure compared to other business structures. The owner has full control over the business’s decision-making process and day-to-day operations without needing a board of directors or complex corporate formalities.
  • Flexibility in Business Operations: Single-member LLCs offer flexibility in terms of operational and management structures. The owner can operate the business as a sole proprietor while benefiting from an LLC’s limited liability protection.
  • Credibility: Forming a single-member LLC can enhance the credibility of your business in the eyes of potential customers, suppliers, and financial institutions. An LLC designation can make your business more professional and established than a sole proprietorship.

FAQs

What is a single-member LLC?
A single-member LLC is a limited liability company with only one owner.
Why should I consider forming a single-member LLC in Tennessee?
Forming a single-member LLC in Tennessee provides personal liability protection and potentially lower taxes.
How do I form a single-member LLC in Tennessee?
You can form a single-member LLC in Tennessee by filing Articles of Organization with the Tennessee Secretary of State and obtaining all necessary licenses and permits.
What are the filing fees for forming a single-member LLC in Tennessee?
The filing fee for forming a single-member LLC in Tennessee is $300.
How long does it take to form a single-member LLC in Tennessee?
It typically takes 3-5 business days to process a single-member LLC filing in Tennessee.
Can a single-member LLC have employees in Tennessee?
Yes, a single-member LLC can have employees in Tennessee.
Do I need a registered agent to form a single-member LLC in Tennessee?
Yes, all LLCs in Tennessee, including single-member LLCs, are required to have a registered agent.
What is the role of a registered agent for a single-member LLC in Tennessee?
The registered agent for a single-member LLC in Tennessee receives legal and tax documents on behalf of the LLC.
Can I be my own registered agent for a single-member LLC in Tennessee?
Yes, you can be your own registered agent for a single-member LLC in Tennessee.
How do I apply for a tax ID number for a single-member LLC in Tennessee?
You can apply for a tax ID number (EIN) for your single-member LLC in Tennessee online through the IRS website.
What are the tax implications of forming a single-member LLC in Tennessee?
The tax implications of forming a single-member LLC in Tennessee vary depending on your business’s income, expenses, and structure.
Do I need to pay Tennessee state taxes for my single-member LLC?
Yes, a single-member LLC in Tennessee is subject to state taxes, including income and sales tax.
Can a single-member LLC in Tennessee elect to be taxed as an S corporation?
Yes, a single-member LLC in Tennessee can elect to be taxed as an S corporation.
How often do I need to file an annual report for my single-member LLC in Tennessee?
Single-member LLCs in Tennessee are not required to file annual reports.
Can I issue ownership interests in a single-member LLC in Tennessee?
No, a single-member LLC in Tennessee does not issue ownership interests, as it only has one member.
Can I change my single-member LLC to a multi-member LLC in Tennessee?
Yes, a single-member LLC can add members and become a multi-member LLC in Tennessee.
Do I need to have an operating agreement for my single-member LLC in Tennessee?
While not required, it is highly recommended to have an operating agreement for your single-member LLC in Tennessee.
How do I open a bank account for my single-member LLC in Tennessee?
To open a bank account for your single-member LLC in Tennessee, you will need your articles of organization, EIN, and other business documentation.
Can I operate my single-member LLC under a different name in Tennessee?
Yes, a single-member LLC in Tennessee can operate under a trade name, also known as a “doing business as” (DBA), if registered with the state.
Can I move my single-member LLC from another state to Tennessee?
Yes, you can move your single-member LLC from another state to Tennessee by registering your business with the Tennessee Secretary of State.
Can I dissolve my single-member LLC in Tennessee?
Yes, you can dissolve your single-member LLC in Tennessee by filing dissolution paperwork with the Tennessee Secretary of State.
Do I need a lawyer to form a single-member LLC in Tennessee?
While not required, it is recommended to consult with a business lawyer when forming a single-member LLC in Tennessee.
What is the cost of retaining a business lawyer in Tennessee?
The cost of retaining a business lawyer in Tennessee varies depending on the lawyer’s experience and scope of services.
Can I sell my single-member LLC in Tennessee?
Yes, you can sell your single-member LLC in Tennessee, but it is highly recommended to seek legal advice before doing so.
Can I transfer ownership of my single-member LLC in Tennessee?
Yes, you may transfer ownership of your single-member LLC in Tennessee by assigning your LLC membership interest to another party.
Can I convert my single-member LLC to a corporation in Tennessee?
Yes, you can convert your single-member LLC to a corporation in Tennessee by completing the necessary paperwork and filing it with the Tennessee Secretary of State.
Can I convert my single-member LLC to an S corporation in Tennessee?
Yes, you can convert your single-member LLC to an S corporation in Tennessee by filing Form 2553 with the IRS.
What are the annual fees for a single-member LLC in Tennessee?
There are no annual fees for a single-member LLC in Tennessee.
What is a single-member LLC in Tennessee?
A single-member LLC is a limited liability company with only one owner in Tennessee.
Can I form a single-member LLC in Tennessee?
Yes, you can form a single-member LLC in Tennessee.
Do I need a registered agent in Tennessee to form a single-member LLC?
Yes, all LLCs including single-member LLCs formed in Tennessee must have a registered agent.
Can I be a registered agent for my single-member LLC in Tennessee?
Yes, you can be the registered agent for your single-member LLC in Tennessee as long as you reside or have an office in the state.
How do I register for an LLC in Tennessee?
You can register online or file paper forms with the Tennessee Secretary of State to form an LLC in Tennessee.
How much does it cost to form an LLC in Tennessee?
The filing fee to form an LLC in Tennessee is $300 for online filing and $505 for paper filing.
Can I use a business name for my single-member LLC in Tennessee?
Yes, you can use a business name for your single-member LLC in Tennessee but you need to ensure it’s not already being used.
Can a single-member LLC in Tennessee be taxed as an S corporation?
Yes, a single-member LLC in Tennessee can elect to be taxed as an S corporation but must adhere to IRS requirements.
Does forming an LLC in Tennessee protect my personal assets from business liability?
Yes, forming an LLC in Tennessee provides liability protection for your personal assets.
Can I change my Tennessee single-member LLC to a multi-member LLC later?
Yes, you can change your Tennessee single-member LLC to a multi-member LLC later by adding members.
Do I need an operating agreement for my Tennessee single-member LLC?
No, you are not legally required to have an operating agreement for your Tennessee single-member LLC, but it is highly recommended to create one.
Can I use my personal bank account for my Tennessee single-member LLC?
While it is not illegal, it is recommended to have a separate bank account for your single-member LLC in order to maintain accurate records and separate personal and business finances.
What is the Annual Report requirement for Tennessee single-member LLCs?
Tennessee requires all LLCs, including single-member LLCs, to file an Annual Report and pay the $50 fee.
Do I need a business license for my single-member LLC in Tennessee?
It depends on the city and industry in which your single-member LLC operates in Tennessee.
What fees are involved in forming a single-member LLC in Tennessee?
The filing fee for single-member LLCs in Tennessee is $300 for online filing and $505 for paper filing.
Is a single-member LLC in Tennessee required to hold annual meetings?
No, an annual meeting is not required for single-member LLCs in Tennessee, but you should meet with your registered agent regularly to stay updated.
Is Tennessee a good state to set up a single-member LLC?
Yes, Tennessee offers a business-friendly environment with low taxes and a pro-business legislature making it a good place to start a single-member LLC.
Can a single-member LLC in Tennessee hire employees?
Yes, a single-member LLC in Tennessee can hire employees as well as independent contractors.
Can a single-member LLC in Tennessee own property?
Yes, a single-member LLC in Tennessee can own property just like any other business entity.
How is a single-member LLC in Tennessee taxed?
A single-member LLC in Tennessee is taxed as a pass-through entity on your personal income tax form.
How many members can a single-member LLC in Tennessee have?
As the name suggests, a single-member LLC in Tennessee can only have one owner.
Can I have multiple Tennessee single-member LLCs?
Yes, you can have multiple Tennessee single-member LLCs as long as they are conducting different types of business.
Do I need to file a DBA for my single-member LLC in Tennessee?
No, a single-member LLC in Tennessee may use only the name of the business without a DBA, or doing business as name.
What are the ongoing maintenance requirements for a Tennessee single-member LLC?
An owner of a Tennessee single-member LLC must file an annual report and amend it timely to reflect any changes.
Can single-member LLCs in Tennessee be owned by foreign nationals or entities?
Yes, foreign nationals or entities can own and operate single-member LLCs in Tennessee.
What types of businesses are prohibited from forming an LLC in Tennessee?
Banks, insurance companies, and trusts are prohibited from forming an LLC in Tennessee.
Can I form a Tennessee single-member LLC if I am a nonresident of Tennessee?
Yes, nonresidents can form a Tennessee single-member LLC; however, you must have an in-state registered agent.
What’s the difference between an S Corporation and a single-member LLC in Tennessee?
An S Corporation and a single-member LLC in Tennessee operate under different state and federal requirements of ownership, taxation, and operational flexibility.

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Conclusion

Starting a single-member LLC in Tennessee can be a rewarding experience that offers numerous benefits for entrepreneurs. By following this guide and staying informed about state regulations, you can successfully navigate the formation process and set your new business up for success. Feel free to seek professional assistance from a lawyer or accountant if you have questions or need help. Your journey as a business owner has just begun – embrace the challenges and enjoy the rewards of your hard work and determination.

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