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.
On this page, you’ll learn about the following:
- What is Articles of Organization?
- How to File Articles of Organization in Tennessee?
- Step 1: Choose a Name for Your LLC
- Step 2: Appoint a Registered Agent
- Step 3: Prepare Your Articles of Organization
- Step 4: File the Articles of Organization
- Step 5: Obtain an Employer Identification Number (EIN)
- Step 6: Create an Operating Agreement
- Step 7: Register for State and Local Taxes and Licenses
- Step 8: Maintain Ongoing Compliance
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
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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.
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.
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.
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.
- 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.
- 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.
- File Certificate of Formation in Alabama
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- File Articles of Organization in Tennessee
- File Certificate of Formation in Texas
- File Certificate of Organization in Utah
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- File Certificate of Formation in Washington
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- File Articles of Organization in Wisconsin
- File Articles of Organization in Wyoming
Can You Change or Modify Your Tennessee LLC Articles of Organization?
Operating a limited liability company (LLC) offers several advantages for entrepreneurs in Tennessee, such as personal liability protection and flexibility in management structure. However, as your business grows and evolves, you may find the need to amend or modify your LLC’s Articles of Organization. Fortunately, with the well-defined processes in place, the Tennessee Secretary of State allows entrepreneurs to make changes and adapt their LLC’s Articles to meet their evolving needs.
Changing or modifying the Articles of Organization is a crucial step for any LLC, as it documents fundamental information about the business such as its name, registered agent, address, and purpose. Considering that these articles serve as a legal foundation, any modifications or changes must be done carefully, following the proper procedure enlisted by the Tennessee Secretary of State.
Before venturing into the process of amending your LLC’s Articles of Organization, it is important to familiarize yourself with the document originally filed when your business was established. It helps you to understand and identify the exact provisions or sections you need to modify. The original articles can be obtained from the Tennessee Secretary of State’s website or by ordering a certified copy directly from their office.
To proceed with amending your LLC’s articles, the State of Tennessee requires you to file the Amendment to Articles of Organization by mail, online, or in-person. Either way, the amendment must contain specific information such as the LLC name, a statement of which section(s) are going to be amended, and the new amendment text or changes along with the Secretary of State filing fee. These provisions ensure transparency and legal compliance while preserving the integrity of LLC registration and governance within the state.
It’s crucial to note that before you submit your amendment, you should obtain approval from all the members or managers of your LLC, as this process requires unanimous consent. You must also notify your registered agent when changes are made within your LLC. Ensuring open communication and shared decision-making prevents complications down the road and allows your business to adapt efficiently.
The Tennessee Secretary of State acknowledges the importance of these modifications and is committed to providing clear instructions and support for entrepreneurs seeking to make any amendments. They have made the process straightforward, transparent, and accessible. With an efficient website and helpful resources, business owners can find all the necessary forms, instructions, and frequently asked questions regarding amendments to LLC articles in Tennessee.
It’s worth noting, however, that while certain amendments can be carried out directly by business owners, such as changing the LLC name or registered agent details, there may be other amendments or restructuring requests that require professional consultation, especially if it involves complex changes like altering the LLC’s purpose or management structure. Seeking legal guidance or professional counsel can ensure compliance with the state laws and prevent any unintended consequences.
In conclusion, the ability to change or modify your LLC’s Articles of Organization provides business owners in Tennessee the flexibility needed to adapt to evolving circumstances. Entrepreneurs must carefully follow the procedures outlined by the Tennessee Secretary of State to ensure transparency and legality throughout the amendment process. By doing so, LLCs can navigate the amendments efficiently and continue to thrive in the dynamic business landscape of Tennessee.
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.