Articles of Organization in Tennessee | How to File in 2024


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File Articles of Organization in Tennessee

Forming a Limited Liability Company (LLC) in Tennessee is popular for entrepreneurs looking to start or grow their businesses. LLCs offer numerous benefits, including limited liability protection for their owners and flexible management structures. One of the critical steps in forming an LLC is filing the Articles of Organization with the Tennessee Secretary of State. This article will provide a comprehensive guide on How to File Articles of Organization in Tennessee.

Webinarcare Editorial Team will help you understand the necessary steps to file for Articles of Organization. It would be best if all the factors in this article guided you.

What is Articles of Organization?

Articles of Organization is a legal document filed with the Tennessee Secretary of State to establish a Limited Liability Company (LLC) officially. The Articles of Organization contains essential information about the LLC, including its name, Registered Agent, and management structure. Once filed and approved by Tennessee, the LLC becomes a legally recognized business entity, separate from its owners, and benefits from limited liability protection and pass-through taxation.

The Articles of Organization typically contains the following information:

  • Company name
  • The effective date of the company
  • The headquarters of the company
  • The company’s goal
  • The period of the company’s operations
  • Copy of the name registration certificate for the company
  • Registered Agent’s and organizers’ names and addresses
  • At least one company employee

Recommended: Filing Articles of Organization is easy and hassle-free if you hire a professional service. We recommend using –

LegalZoom ($0 + State Fee)

How to File Articles of Organization in Tennessee?

Aside from hiring a Registered Agent, you should also be aware that a Registered Agent should file Articles of Organization in your Tennessee LLC. Here are the steps and guidelines for filing.

Step 1: Choose a Name for Your LLC

The first step in registering an LLC Articles of Organization is selecting a unique and appropriate name for your company. Your LLC’s name must comply with your state’s naming requirements, which typically include the following:

  • The name must be distinguishable from other registered business names in the state.
  • The name must include an LLC designator, such as “Limited Liability Company,” “LLC,” or “L.L.C.
  • The name must not include prohibited words or phrases defined by your state’s regulations.

To ensure your chosen name is available through your state’s business name database, Tennessee Secretary of State Business Information Search, usually available on the Tennessee Secretary of State’s website.

Step 2: Appoint a Registered Agent

Registered Agent is a person or entity responsible for receiving official correspondence and legal documents on behalf of your Tennessee LLC. Most states require LLCs to designate a Registered Agent when filing the Articles of Organization. The Registered Agent must have a physical address in the state and be available during regular business hours.

Choosing a reliable and responsible Registered Agent is essential, as failure to receive and respond to legal documents can seriously affect your business.

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

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Step 3: Prepare Your Articles of Organization

The Articles of Organization is the legal document that officially establishes your Tennessee LLC. While the specific requirements in Tennessee, the document includes the following information:

  • The LLC’s name
  • The name and address of the Registered Agent
  • The principal office address
  • The purpose of the LLC
  • The management structure (member-managed or manager-managed)
  • The names and addresses of the initial members or managers
  • The duration of the LLC, if not perpetual

In Tennessee, additional information may be required, such as an organizer’s signature or specific provisions related to the LLC’s operation.

Consult the Tennessee guidelines to ensure you include all necessary information.

Step 4: File the Articles of Organization

Once your LLC Articles of Organization is prepared, please submit it to the Tennessee Secretary of State. The submission process may vary depending on the method of choice; Tennessee allow online submissions and mailing or hand-delivering the documents.

Online Process

To use the online service or download the Articles of Organization form for your LLC, go to the website of the Tennessee Secretary of State. You were required to have an LLC name reserved while completing the form. Visit the Tennessee Business Name Search to see if the business name you want to use is available there. You must include a copy of your name reservation and your completed Articles of Organization form when submitting.

Mail Process

It is also possible to mail the form if you wish. Please adhere to the guidelines listed below.

  • The Articles of Organization must be downloaded in the Tennessee Secretary of State
  • Complete the necessary details in the form.
  • Two copies of the Articles of Organization must be completed.
  • Include the two papers with the Tennessee LLC name reservation certificate in a self-addressed, stamped envelope.
  • Submit all paperwork to Corporate Filings, 312 Rosa L. Parks Avenue, 6th Floor, William R. Snodgrass Tower, Nashville, Tennessee 37243.

Costs of Filing Articles of Organization

Along with the filing of Articles of Organization, you must pay a filing fee. In Tennessee, the Articles of Organization fee costs around $300 which you can pay in the Tennessee Secretary of State. Confirm the correct fee amount and payment method for your state.

However, If you want to know more about the cost of forming an LLC, you can check out Tennessee LLC Cost.

Step 5: Obtain an Employer Identification Number (EIN)

After your Articles of Organization has been filed and approved, you should obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). The EIN is a unique identification number used for federal tax purposes. It is required for most LLCs, especially those with employees or elect to be taxed as an S-Corporation. You can apply for an EIN for free online through the IRS website.

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.

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

LegalZoom($0 + State Fee for LLC formation)

Step 6: Create an Operating Agreement

Although most states do not require an LLC Operating Agreement when registering an LLC, having one is highly recommended. The Operating Agreement in Tennessee is a legally binding document that outlines the LLC’s ownership structure, management, and operating procedures. It helps prevent member disputes and provides a clear framework for the LLC’s operations.

Step 7: Register for State and Local Taxes and Licenses

In Tennessee, you may need to register for additional state and local taxes or obtain specific licenses and permits. Common registrations include sales tax, payroll tax, and unemployment insurance tax. As an LLC, your business income will be subject to pass-through taxation, meaning profits and losses will be reported on your 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 LLC in Tennessee, there is $100 minimum. Consult your Tennessee Department of Revenue and local government offices to determine which registrations and licenses apply to your LLC.

Step 8: Maintain Ongoing Compliance

Once your LLC is registered and operational, it’s essential to maintain ongoing compliance with state regulations. This typically includes filing Annual Reports in Tennessee, paying required fees every 1 year, and keeping accurate records of your LLC’s activities. Stay informed about Tennessee specific requirements to ensure your LLC remains in good standing.

Is the Articles of Organization necessary to be filed in Tennessee?

Yes, the Articles of Organization is necessary to be filed with Tennessee Secretary of State to legally establish and register a new business entity, such as a corporation or limited liability company (LLC). This document typically includes the company’s name, purpose, Registered Agent, and stock structure. Filing the Articles of Organization is essential in forming a business and ensuring it operates legally and is recognized by Tennessee.

What is the best way to file Articles of Organization? Is it online or by mail?

The best way to file Articles of Organization depends on your specific situation and the state in which you are incorporating your business. Both online and mail-in options have advantages, and either method can be effective.

Online Filing:

  • Faster processing time, as it is usually processed within a few days or even hours.
  • Immediate confirmation of submission and payment.
  • Lower risk of errors, as the online form may provide guidance and prevent incomplete submissions.

Mail-in Filing:

  • Some people prefer the traditional method and feel more comfortable with paper documentation.
  • You can include a cover letter or additional documentation if you have specific questions or complex situations.

To determine the best method for your needs, check the Tennessee Secretary of State or similar department’s website for information on their preferred filing options and processing times. Online filing is more convenient and efficient, but both methods can be used effectively to submit your Articles of Organization.

FAQs

What is an LLC?
An LLC is a Limited Liability Company, a business structure that provides liability protection for its owners.
How do I file an LLC in Tennessee?
To file an LLC in Tennessee, you need to complete and file the Articles of Organization with the Secretary of State’s office.
What is the fee to file Articles of Organization in Tennessee?
The fee to file Articles of Organization in Tennessee is $300.
Can I file Articles of Organization online in Tennessee?
Yes, you can file Articles of Organization online in Tennessee through the Secretary of State’s website.
How long does it take to process LLC filing in Tennessee?
LLC filing in Tennessee is typically processed within 5-7 business days.
Is there a minimum number of members required to file LLC in Tennessee?
No, Tennessee does not require a minimum number of members to file LLC.
Do I need a registered agent in Tennessee to file LLC?
Yes, you need a registered agent in Tennessee to file LLC.
Can I be my own registered agent in Tennessee?
Yes, you can be your own registered agent in Tennessee if you have a physical address in the state and are available during normal business hours.
What is the role of a registered agent in Tennessee?
The role of a registered agent in Tennessee is to receive legal and official documents on behalf of the LLC.
Can I change my registered agent in Tennessee later?
Yes, you can change your registered agent in Tennessee later by filing a Statement of Change form with the Secretary of State’s office.
What is a Member-Managed LLC?
A Member-Managed LLC is owned and managed by its members.
What is a Manager-Managed LLC?
A Manager-Managed LLC has designated managers who are responsible for managing the business.
Can an LLC have only one member in Tennessee?
Yes, an LLC can have only one member in Tennessee.
Do I need an operating agreement for my LLC in Tennessee?
While it is not required by law, it is recommended that LLCs have an operating agreement to define the responsibilities and rights of its members.
What other documents do I need to file with the Articles of Organization in Tennessee?
There are no other documents required to file with the Articles of Organization in Tennessee.
Can I add new members to my LLC later?
Yes, you can add new members to your LLC in Tennessee at any time by amending the LLC’s Articles of Organization.
Do I need to file annual reports for my LLC in Tennessee?
Yes, LLCs in Tennessee are required to file annual reports and pay an annual fee of $50.
When is my first annual report due for my LLC in Tennessee?
Your first annual report for your LLC in Tennessee is due on the anniversary of the date of formation.
Can I reinstate my LLC if it has been administratively dissolved in Tennessee?
Yes, you can reinstate your LLC if it has been administratively dissolved in Tennessee by filing a Reinstatement Application.
What is the fee to reinstate an administratively dissolved LLC in Tennessee?
The fee to reinstate an administratively dissolved LLC in Tennessee is $300.
How do I dissolve my LLC in Tennessee?
To dissolve your LLC in Tennessee, you need to file Articles of Dissolution with the Secretary of State’s office.
Does my LLC need a business license in Tennessee?
Yes, LLCs in Tennessee may need a state business license and may also need local business licenses depending on where they operate.
What is a name reservation and do I need one for my LLC in Tennessee?
A name reservation reserves your desired LLC name for 120 days. You do not need a name reservation to file Articles of Organization in Tennessee.
Can two LLCs have the same name in Tennessee?
No, two LLCs cannot have the same name in Tennessee, so it’s important to make sure that your desired LLC name is available before filing your Articles of Organization.
Can I change the name of my LLC after I file Articles of Organization in Tennessee?
Yes, you can change the name of your LLC in Tennessee by filing a Certificate of Amendment form.
Does my LLC need a federal tax ID in Tennessee?
Yes, your LLC in Tennessee will need to obtain a federal tax ID (EIN) from the IRS.
How do I obtain a federal tax ID (EIN) for my LLC in Tennessee?
You can obtain a federal tax ID (EIN) for your LLC in Tennessee online through the IRS website.
What is a PLLC in Tennessee?
A PLLC is a Professional Limited Liability Company in Tennessee, which is designed for licensed professionals, such as doctors, lawyers, and accountants.
What is an llc?
An LLC is a limited liability company.
Why would one want to file an LLC?
An LLC offers many benefits, such as limited liability protection for owners and flexible taxation options.
Where do I file LLC articles of organization in Tennessee?
The Articles of Organization for an LLC in Tennessee are filed with the Tennessee Secretary of State.
Can I file the Articles of Organization for my Tennessee LLC online?
Yes, you can file the Articles of Organization for your Tennessee LLC online through the Tennessee Secretary of State’s website.
How much does it cost to file the Articles of Organization for my LLC in Tennessee?
It costs $300 to file the Articles of Organization for an LLC in Tennessee.
Can I file my LLC’s Articles of Organization by mail in Tennessee?
Yes, you can file the Articles of Organization for your LLC by mail in Tennessee.
What is the mailing address for filing my LLC’s Articles of Organization in Tennessee?
The mailing address you should use for filing your LLC’s Articles of Organization in Tennessee is
How long does it take for the Tennessee Secretary of State to process LLC Articles of Organization?
It takes approximately 3-4 business days for the Tennessee Secretary of State to process LLC Articles of Organization once received.
Do I need to obtain a business license for my LLC in Tennessee?
Depending on the type of business you are running, you may need to obtain a business license for your Tennessee LLC.
Where do I obtain a business license for my LLC in Tennessee?
You can obtain a business license for your Tennessee LLC through the local government in the city or county where you are operating your business.
Does Tennessee require LLCs to have a registered agent?
Yes, Tennessee requires LLCs to have a registered agent who is available during business hours to receive important legal and tax documents on behalf of the LLC.
Can I act as my own registered agent for my LLC in Tennessee?
Yes, you can serve as your own registered agent for your Tennessee LLC.
Is there a fee to obtain a business license for my LLC in Tennessee?
There may be a fee to obtain a business license for your Tennessee LLC, and these fees vary by city and county.
Are there any annual fees to maintain my LLC in Tennessee?
Yes, Tennessee requires LLCs to file an annual report with the Tennessee Secretary of State and pay an annual fee of $300.
What are the requirements for the name of my Tennessee LLC?
The name of your Tennessee LLC must include the phrase “Limited Liability Company” or an abbreviation of this phrase such as “LLC” or “L.L.C.”.
Can my Tennessee LLC have multiple managers?
Yes, Tennessee LLCs can have multiple managers.
Can I amend the Articles of Organization for my Tennessee LLC?
Yes, you can file an amendment to the Articles of Organization for your Tennessee LLC if there are any changes to the information contained in the original filing.
What do I need to include in my LLC’s Operating Agreement in Tennessee?
Although not required by law, it is highly recommended to have an Operating Agreement for your LLC in Tennessee. This should include information on ownership and management, profit and loss allocation, and other important details.
Can I change the name of my LLC in Tennessee?
Yes, you can change the name of your Tennessee LLC by filing Articles of Amendment with the Tennessee Secretary of State.
What is the Foreign LLC registration process in Tennessee?
If your LLC was formed in another state but would like to operate in Tennessee, you will need to file an Application for Certificate of Authority with the Tennessee Secretary of State.
What is the timeline for the Foreign LLC registration process in Tennessee?
The timeline for the Foreign LLC registration process in Tennessee varies by case but is usually processed within 3-4 business days.
When is the due date for Tennessee LLC annual reports?
Tennessee LLC annual reports are due on the first day of the fourth month following the end of the fiscal year.
Can I file my Tennessee LLC annual report online?
Yes, you can file your Tennessee LLC annual report online through the Tennessee Secretary of State’s website.
How do I dissolve my Tennessee LLC?
To dissolve your Tennessee LLC, you need to file Articles of Dissolution with the Tennessee Secretary of State.
Is there a filing fee to dissolve my Tennessee LLC?
Yes, Tennessee LLCs must pay a $20 filing fee to dissolve their business.
Can I revive my dissolved Tennessee LLC?
Yes, you can revive your dissolved Tennessee LLC by filing Articles of Revival with the Tennessee Secretary of State and paying a fee of $20.
What should I do if there are errors or mistakes on my LLC’s Articles of Organization file in Tennessee?
If there are errors or mistakes on your LLC’s Articles of Organization file in Tennessee, you will need to file Articles of Correction to amend them.

Also Read

Can You Change or Modify Your Tennessee LLC Articles of Organization?

While the Articles of Organization create the legal framework for the LLC, they are not set in stone. Tennessee law allows for changes or modifications to be made to the Articles of Organization after the LLC has been formed. This flexibility is important for businesses as they grow and evolve over time.

There are several reasons why an LLC may need to change or modify its Articles of Organization. One common reason is to update information that has changed since the initial formation of the LLC, such as the business’s address or the names of its members. Making these updates through an amendment to the Articles of Organization ensures that the LLC’s records are accurate and up to date.

In some cases, an LLC may need to make more significant changes to its Articles of Organization. For example, if the LLC decides to change its name or add or remove members, these changes would also need to be reflected in the Articles of Organization. Similarly, if the LLC wants to change its stated purpose or modify the management structure, it would need to file an amendment to its Articles of Organization.

The process for changing or modifying the Articles of Organization in Tennessee is relatively straightforward. The LLC must file a document called Articles of Amendment with the Secretary of State, along with the appropriate filing fee. The Articles of Amendment should clearly outline the changes being made to the original Articles of Organization and include any necessary supporting documents.

It’s important for LLCs to keep their Articles of Organization current and accurate. Failure to do so could lead to confusion or disputes among members, as well as potential legal repercussions. By regularly reviewing and updating their Articles of Organization as needed, LLCs can ensure that their business remains in compliance with state law and operates smoothly.

In conclusion, the ability to change or modify the Articles of Organization is a valuable feature of the LLC structure in Tennessee. This flexibility allows LLCs to adapt to changing circumstances and make necessary adjustments to their legal framework. By staying proactive and keeping their Articles of Organization up to date, LLCs can protect their business and ensure its continued success.

Conclusion

Registering an LLC Articles of Organization is critical in establishing your business as a legally recognized entity. By following this comprehensive guide and researching your state’s specific requirements, you can successfully navigate the registration process and set your LLC up for success. Remember that forming an LLC is just the beginning; ongoing compliance and diligent management are necessary to ensure your business thrives in the long run.

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