Requirements for Tennessee LLCs

‍Creating a Tennessee LLC involves a series of legal steps that are primarily outlined in Tennessee's Business and Nonprofit Entities Code, along with additional administrative requirements set by the Secretary of State. Understanding these requirements ensures proper formation while avoiding rejected filings, compliance problems, and potential administrative dissolution.

These requirements cut across:

• Naming requirements
• Registered agent requirements
• Articles of Organization filing
• Operating agreement considerations
• Ongoing compliance obligations, like annual reports and franchise tax filings

1. Name requirements

Your LLC name must include "Limited Liability Company," "LLC," "L.L.C.," or approved abbreviation as specified in Tennessee Code § 48-207-106. Tennessee won't approve your Articles of Organization without this designator.

The name must be distinguishable from all other registered business entities in Tennessee:

• Use the Tennessee Secretary of State's business name search tool to confirm availability
• Variations in punctuation, articles, or typeface alone don't make a name unique
• The actual wording must be meaningfully different
• Names suggesting government affiliation are banned outright
• Terms implying regulated activities may require approval from licensing boards

You can reserve your chosen name for 120 days by filing an Application for Name Reservation with the Tennessee Secretary of State for $20.

2. Registered agent requirements

Every Tennessee LLC must continuously maintain a registered agent with a physical Tennessee address, as mandated under Tennessee law. This agent receives service of process, legal notices, and official state correspondence on behalf of your LLC. Your registered agent must be:

• A Tennessee resident (18+) or authorized business entity
• Available at a physical Tennessee street address (no P.O. boxes)
• Available during business hours
• Willing to accept the responsibility (written consent recommended)

You can serve as your own registered agent, but your address becomes public record. Professional registered agent services typically cost $100-300 annually and provide privacy protection while ensuring reliable document receipt.

Failing to maintain a current registered agent can result in missed legal notices, default judgments, and potential administrative dissolution.

3. Articles of Organization requirements

Filing Articles of Organization (Form SS-4270) officially creates your Tennessee LLC and provides legal authority to conduct business.

Required information includes:

• LLC name and principal office address
• Registered agent name and address
• Management structure (member-managed or manager-managed)
• Business purpose (general purposes acceptable)
• Number of members at formation
• Organizer's name, address, and signature

Tennessee charges $50 per member with a minimum fee of $300 and a maximum of $3,000. You can file online for immediate approval, by mail (3-5 business days), or in person for instant processing.

After state approval, you must record a copy with the Register of Deeds in the county where your LLC's principal office is located—typically costing less than $20.

4. Operating Agreement requirements

Tennessee law doesn't require written operating agreements (except for board-managed LLCs), but skipping one creates serious risks. Without an agreement, state default rules govern your LLC's operations, profit allocation, and dispute resolution.

Essential provisions should address:

• Capital contributions and ownership percentages
• Management structure and voting rights
• Profit distribution procedures
• Member admission and exit processes
• Dispute resolution mechanisms

Single-member LLCs benefit from operating agreements to demonstrate legitimacy and protect against piercing the corporate veil. Multi-member LLCs face greater complexity since disagreements are practically inevitable without clear procedures.

5. Initial and ongoing compliance requirements

Post-formation requirements begin immediately, with different deadlines throughout your LLC's life.

Immediate requirements:

• EIN from IRS for banking purposes
• Tennessee Department of Revenue registration for taxes
• Business bank account setup
• Local business licenses or permits

Ongoing requirements:

• Annual reports filed by April 1st ($50 per member; minimum $300, maximum $3,000)
• Franchise tax (0.25% of net worth, minimum $100) and excise tax (6.5% of net earnings)
• Registered agent maintenance with current contact information
• Corporate record keeping, including resolutions and filing documentation

Consequences of non-compliance

Tennessee's escalating consequences can end with the complete loss of your LLC's legal existence:

• Loss of good standing removes your ability to enforce contracts
• Administrative dissolution occurs after a 60-day notice period
• Personal liability exposure emerges when courts pierce the corporate veil
• Default judgment risks increase with invalid registered agent information
• Tax penalties accumulate through interest charges and potential liens

Ensure Tennessee LLC compliance with Discern

Discern provides comprehensive compliance tracking that monitors annual report deadlines, franchise tax obligations, and registered agent requirements from a single dashboard.

Ready to simplify Tennessee compliance while managing entities across all jurisdictions? Book a demo with Discern today and discover how we handle Tennessee's unique requirements.