LLC Formation Requirements
Tennessee LLC Formation Statute
The following LLC formation statutes are from the Tennessee Limited Liability Company Act:
48-205-101 Articles of organization.
The articles must set forth:
(1) A name for the LLC that satisfies the requirements of § 48-207-101;
(2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located and the name of its initial registered agent at that office;
(3) The name and address of each organizer;
(4) If, pursuant to § 48-217-101(f), one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the articles must set forth the information required in § 48-217-101(f);
(5) A statement as to whether the LLC will be board-managed or whether the LLC will be member-managed;
(6) The number of members at the date of the filing of the articles;
(7) If the LLC is board-managed, and dissolution events may be triggered by an action approved by the governors or a subset of the governors and/or that transfers of governance rights may be permitted only by consent of the governors or a subset of the governors, either of such provisions must be set forth in the articles or the articles must contain a statement that the operating agreement may so provide;
(8) If the existence of the LLC is to begin upon a future date or the happening of a specific event, the articles must state the future date or describe the happening of the specific event. In no event can the future date or the actual occurrence of the specific event be more than ninety (90) days from the proper filing of the articles in compliance with § 48-203-102;
(9) The street address and zip code of the principal executive office of the LLC and the county in which the office is located;
(10) If the LLC has the power to expel a member, a statement that such power exists;
(11) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles;
(12) The articles may contain provisions not inconsistent with law relating to the management of the business or the regulation of the affairs of the LLC;
(13) It is not necessary to set forth in the articles any of the LLC powers granted by chapters 201-248 of this title;
(14) If the members or parties (other than the LLC) to a contribution agreement or a contribution allowance agreement have preemptive rights, a statement that such rights exist;
(15) The articles may contain a grant of authority to one (1) or more members, managers or governors to execute instruments for the transfer of real property, and any restrictions and conditions with respect to such authority. In the event the articles name one (1) or more persons who are granted authority to execute instruments for the transfer of real property with any restrictions and conditions with respect to such authority so listed, such grant shall be conclusive in favor of a person who gives value without knowledge to the contrary. However, such designation, unless it expressly states that it is exclusive, shall not override § 48-238-103 or § 48-238-104; and
(16) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee.
What This Means: Key Takeaways*
Required Information for Tennessee LLC Formation:
- LLC’s name (Must meet Tennessee LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name and Tennessee registered office address
- Name and address of each LLC organizer
- A statement regarding whether the LLC will be board-managed or member-managed
- If the members are liable for debts or obligations, information must be included pursuant to statute 48-217-101
- The number of members at the time of filing
- The date the LLC will dissolve, if known
- If the LLC can expel a member, then that statement must be made
- The name and address of the LLC’s principal executive officer, including the county where the office is located
Optional Information for Tennessee LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our Tennessee LLC Articles of Organization guide.
Registered Agent Duties and Appointment
Tennessee LLC laws define the duties and appointment of the LLC registered agent.
Tennessee LLC Registered Agent Statute
The following registered agent statutes are from the Tennessee Limited Liability Company Act:
48-208-101. Registered office and registered agent.
(a) Registered Office and Agent. Each foreign and domestic LLC must continuously maintain in this state:
(1) A registered office that may be the same as any of its places of business; and
(2) A registered agent, who may be: an individual who resides in this state, a domestic corporation, a not-for-profit domestic corporation, an LLC, or a foreign corporation, not-for-profit foreign corporation, or foreign LLC authorized to transact business in this state. The registered agent must maintain a business office that is identical with the registered office.
(b) New Registered Agent Required. If a registered agent resigns or is unable to perform such agent's duties, the foreign or domestic designating LLC shall promptly designate another registered agent to the end that it shall at all times have a registered agent in this state.
What This Means: Key Takeaways*
A Tennessee registered agent must:
- Maintain a registered office in Tennessee (i.e., no P.O. boxes)
- Be an individual, a Tennessee corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of Tennessee. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form.
Tennessee LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the Tennessee Limited Liability Company Act:
48-206-101 Operating agreement.
(a) Generally. Each board-managed LLC shall have an operating agreement. A member-managed LLC may, but need not, have an operating agreement. If an LLC has an operating agreement, the operating agreement must be in writing. Except for those matters required to be provided for in the articles under chapters 201-248 of this title, an operating agreement may contain any rules, regulations, or provisions regarding the management of the business of the LLC, the regulation of the affairs of the LLC, the governance of the LLC, the conduct of its business, and the rights and privileges of members (financial rights, governance rights and membership rights of members), to the extent that such provisions are not inconsistent with the laws of this state or the articles. The operating agreement shall contain a statement of all membership interests in the LLC, which shall include, but not be limited to, the following:
(1) The identity of all of the members and their membership interests and the identity of all persons or entities bound by a contribution agreement or the owner of a contribution allowance agreement and the membership interest that will be acquired upon the satisfaction of the terms of such agreement;
(2) The amount of cash and a description and statement of the agreed value of any other property or services contributed for each membership interest;
(3) The amount and value of any contributions which any member or potential member has agreed pursuant to a contribution agreement to contribute and the time or times at which or events on the happening of which any additional contributions agreed to be made by any member are to be made;
(4) The amount and value of any contributions which any member or potential member has the right pursuant to a contribution allowance agreement to contribute and the time or times at which or events on the happening of which such contribution must be made or the right lapses;
(5) Any right of a member to receive, or of the LLC to make, distributions to a member;
(6) The time or times at which or events on the happening of which the LLC shall be dissolved, to the extent that any such matters are not set forth in the articles and are not identical to the statutory events of § 48-245-101;
(7) Any other provisions that are required by the terms of chapters 201-248 of this title to be included in an operating agreement and any provisions which the members wish to state in the operating agreement.
(b) Writing Constituting Operating Agreement. The operating agreement may consist of one (1) or more written agreements or counterparts that are, by express statements, intended to constitute and be a part of the operating agreement.
(c) Binding Effect. Unless otherwise provided in the articles or in an operating agreement adopted or agreed to by all members and holders of binding contribution agreements, an operating agreement that has been adopted or agreed to by the required vote of the members and person or entity bound by a contribution agreement shall be binding on the LLC and its members, and any person or entity becoming a member or entering into a contribution agreement or a contribution allowance agreement and such person shall be deemed to have adopted and agreed to it.
or other equitable relief, when the provisions of §  are applicable, a court of equity may conduct or continue the dissolution, winding up and termination of the LLC.
(c) Single-member LLC. An LLC with a single member may adopt and, if so, shall be bound by an operating agreement between the member and the LLC.
(d) LLC Bound. An LLC is bound by the provisions of an operating agreement even if the LLC is not a signatory to the agreement.
(e) Binding on Subsequent Members and Holders. The articles or the written provisions of an operating agreement of an LLC adopted under subsection (a) may provide that the written provisions of the LLC’s operating agreement shall be binding upon a person who thereafter becomes a member or holder without executing an existing operating agreement, if the new member or holder otherwise complies with the conditions for becoming a member or holder as set forth in the LLC documents of such LLC.
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Annual Report Requirements
Tennessee LLC laws set out the requirements for annual LLC reporting. The State of Tennessee has created the SOS annual report portal to simplify the process.
Tennessee LLC Annual Report Statute
The following annual report statutes are from the Tennessee Limited Liability Company Act:
48-228-203 Annual report for secretary of state.
(a) Each domestic LLC, and each foreign LLC authorized to transact business in this state, shall deliver to the secretary of state for filing an annual report that sets forth:
(1) The name of the LLC and the jurisdiction under whose law it is incorporated;
(2) The street address and zip code of its registered office and the name of its registered agent at that office in this state;
(3) The street address, including the zip code, of its principal executive office (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office);
(4) If the LLC is board-managed (or its equivalent), the names and business addresses, including the zip code, of its governors (or their equivalent);
(5) The names and business addresses, including the zip code, of its managers (or equivalent);
(6) The federal employer identification number (FEIN) of the LLC, or if such number has not been obtained, a representation that it has been applied for; and
(7) The number of members of the LLC at the date of filing.
(b) Information in the annual report shall be current as of the date the annual report is executed on behalf of the LLC.
(c) Every LLC shall file the annual report with the secretary of state on or before the first day of the fourth month following the end of the close of the LLC's fiscal year or upon a date set by rule by the secretary of state.
What This Means: Key Takeaways*
Your Tennessee LLC annual report must state the following information (and must be current as of the date of filing):
- The name of the LLC
- Street address of the registered agent and registered agent’s name
- Street address of principal executive office and mailing address
- If the LLC is board-managed, provide the names and business addresses of the governors
- Names and business addresses of the LLC managers
- FEIN or EIN
- The number of members of the LLC
Annual Report Due Dates:
- Annual reports are due on or before the first of the fourth month following the end of the close of the LLC’s fiscal year.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.