How To Start A Series LLC In Tennessee

We have created a step by step guide to help business owners with the formation of their Tennessee series LLC. A series LLC is a form of LLC that allows its members to divide the assets and operations of a “parent” LLC into a set of “child” series.

The child series, also known as “individual protected series," are protected against liability and losses that might be incurred by the other child series and the parent LLC.

If you are unfamiliar with the series LLC, you can also take a look at our guide about what the series LLC is, including its risks and benefits.


Step 1: Name Your Series LLC

Before naming your series LLC, you should know the answers to these questions:

  • What are the laws for naming a series LLC?
  • What are some general tips for naming a series LLC?
  • Is my business name available in Tennessee?
  • Is my business name available as a URL and if so, how do I buy it?

 

1. Naming Rules. Series LLC naming rules vary from state to state. In Tennessee, the name of each child series must contain the name of the parent LLC and be distinguishable from the name of any other child series. Remember you must also follow the traditional LLC naming rules.

Follow the required Tennessee LLC Naming Rules:

  • Your name must include the phrase “limited liability company,” or one of its abbreviations (LLC or L.L.C.).
  • Your name cannot include words that could confuse your LLC with a government agency.
  • Restricted words (e.g. Bank, Attorney, University) may require additional paperwork and a licensed individual, such as a doctor or lawyer, to be part of your LLC.

 

2. Consider these general tips for making your series’ names more recognizable, uniform, and clear:

  • Use the word “protected series” within the name of each company.
  • Name the parent LLC in a way that distinguishes it from the child series.
  • Include the full name of the parent LLC in the name of each child series.
  • The name of the child series should include the name of the assets it holds. This creates a clearer asset picture to the public and creditors.

Example of a series LLC naming system that uses both the District of Columbia requirements and general tips:

My Holdings Co., LLC, a series LLC

123 Main Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

123 Division Street, LLC, an individual protected series of My Holdings Co., LLC, a series LLC

3. Is your business name available in Tennessee? Make sure the name you want isn't already taken by doing a name search on the Secretary of State website.

4. Is your business name available as a URL? We recommend that you check to see if your business name is available as a web domain. Even if you don't plan to make a business website today, you may want to buy the URL in order to prevent others from acquiring it.

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Use a DBA (doing business as) for the child series if the name is too long for good business branding.

Find a Domain Now

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After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Choose a Registered Agent

You are required to nominate a Registered Agent for your Tennessee LLC. The Registered Agent for the parent LLC will need to be the same for each child series.

What is a Registered Agent? A registered agent is a person or business that agrees to send and receive legal papers on behalf of your LLC. Such papers include service of process of legal action (if you are sued) and state filings.

Who can be a Registered Agent? A registered agent must be a resident of Tennessee or a corporation authorized to transact business in Tennessee. You may elect an individual within the company including yourself.

Learn more about the role of a registered agent and why you should consider hiring a professional service.

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Recommended: Northwest provides registered agent services for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Step 3: FILE THE ARTICLES OF ORGANIZATION

To register your LLC, you will need to file the Articles of Organization with the Secretary of State. This can be done online, by mail, or in-person.

Due to a lack of series LLC regulation, we highly recommend consulting with an attorney when creating a series LLC in Tennessee.

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We recommend working with an Attorney to help you complete your series LLC Articles of Organization.

Or read our free guide to form a standard single or multi-member LLC in Tennessee.

FILE THE ARTICLES OF ORGANIZATION

File Online with the Secretary of State

FILE ONLINE


$50 per member fee, with a minimum fee of $300 and a maximum fee of $3,000. Make check, cashier's check or money order payable to the Tennessee Secretary of State. (Nonrefundable)

Mail to:
6th floor - Snodgrass Tower
Attn: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243

Processing Time: 24 hours online, 3 to 5 business days by mail.

Step 4: Create An Operating Agreement

An operating agreement is required when forming a series LLC in Tennessee. The operating agreement doesn’t have to be filed with the state.

What is an operating agreement? An operating agreement is a legal document outlining the ownership and operating procedures of an LLC.

Why are operating agreements important? For a series LLC, the operating agreement is important because it outlines the liability limitations (asset protection) of the individual series. Without a specific outline, the courts might not uphold the protection between the series.

We recommend working with an attorney when creating your Tennessee series LLC operating agreement.

 

 

TIP: New child series can be added to the series LLC by amending the operating agreement.

Step 5: Obtain an EIN

What is an EIN? The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. Each of the child series in your series LLC will require an EIN.

Why do I need an EIN? An EIN is required for the following:

  • To open a business bank account for the company
  • For Federal and State tax purposes
  • To hire employees for the company

How do I create an EIN for my series LLC? The IRS doesn’t have specific guidelines for creating an EIN for the child series of a series LLC. Experts suggest using the name of your series LLC combined with the child series name for each additional EIN.

Example Series LLC EIN

 

Series LLC Name: My Holdings Co., LLC, a series LLC

EIN entry: My Holdings Co LLC a series LLC

 

Child Series Name: 123 Main St., LLC, an individual protected series of My Holdings Co., LLC, a series

EIN Entry: 123 Main St LLC an individual protected series of My Holdings Co LLC a series

Get an EIN

Option 1: Request an EIN from the IRS

Apply Online


OR


Option 2: Apply for an EIN by Mail or Fax

Download Form

Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999

Fax: (855) 641-6935


Fee: Free

Key Steps After Forming a Series LLC

OPEN A BUSINESS BANKING ACCOUNT

A dedicated business banking account is required for each child series of a series LLC. Without dedicated accounts, the child series are NOT protected from liabilities incurred by the other child series or the parent LLC.

SET UP ACCOUNTING

Accounting and record keeping for the series LLC MUST be clear, concise, and separate. Without careful record keeping, your series might not be protected. Separate record keeping helps ensure the courts will never allow a creditor or plaintiff to pierce the corporate veil.

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Expenses are sometimes shared across the series. For example, the series might share office space. Shared costs like rent can be spread out between the child series but it must be done in a logical way that will be defensible in court.

Accounting for your series LLC should be handled by a professional accountant or firm that is familiar with the series LLC.

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*Recommended: Mazuma’s team of CPAs and accountants can help manage your series LLC’s finances, including bookkeeping, accounting, and tax filing services. 

STATE TAXES FOR YOUR TENNESSEE LLC

We recommend consulting a tax professional for help in tax planning and filing for your series LLC.

Maintain your LLC: Avoid fines and the risk of dissolution.

FILE YOUR LLC ANNUAL REPORT

Tennessee requires all LLCs to file an annual report. This form can be submitted online. Each child series and the parent LLC must complete an annual report in Tennessee.

FILE YOUR ANNUAL REPORT

File Online with the Secretary of State

FILE ONLINE


Filing fee is $50 per member with a minimum fee of $300 and maximum fee of $3,000. (Nonrefundable)

Due Date: Due by the first day of the fourth month following the close of the LLC's fiscal year.

Late Filings: Tennessee does not charge late fees if you miss your filing deadline but may dissolve or revoke your LLC after 60 days of failing to file an annual report.

FRANCHISE & EXCISE TAX

Tennessee LLCs are required to pay an annual Franchise Tax. Each child series and the parent LLC must pay a separate franchise and excise tax unless exempt.

You should consult with an accountant for help filing for franchise and excise tax for your series LLC in Tennessee.

FILE FRANCHISE & EXCISE TAX

File Online with the State of Tennessee

FILE ONLINE


Tax Calculation: The Tennessee franchise tax is 0.25% of the greater of either your LLCs net worth or real and tangible property in Tennessee. The minimum rate for this tax is $100. The excise tax is 6.5% of your LLC's Tennessee taxable income.

Due Date: Due on the 15th day of the fourth month after the beginning of an LLC’s tax year.

Late Filing: Six month extension available upon request.

Discover more here.

REPORT LLC INCOME

Reporting income for your series LLC is best handled by an accountant who is familiar with series LLC tax code.

AVOID DISSOLUTION

Series LLCs may face fines and even automatic dissolution when they miss one or more state filings. When this happens, LLC owners risk loss of limited liability protection. A quality registered agent service can help prevent this outcome by notifying you of upcoming filing deadlines, and even submitting reports on your behalf for an additional fee.

*Recommended: Northwest provides registered agent service for series LLCs. A subscription will need to be purchased for each LLC in the series ($125/year/LLC).

Become a knowledgeable LLC owner. Learn more about these important topics.

OBTAIN A CERTIFICATE OF GOOD STANDING

A Certificate of Good Standing, known in Tennessee as a Certificate of Existence, verifies that your series LLC was legally formed and has been properly maintained. Several instances where you might need to get one include:

  • Seeking funding from banks or other lenders
  • Forming your business as a foreign LLC in another state
  • Obtaining or renewing specific business licenses or permits

You can order a Tennessee Certificate of Existence online.

ORDER A CERTIFICATE OF GOOD STANDING

Request Certificate of Existence Online

REQUEST ONLINE


$20 (Nonrefundable)

DISSOLVE YOUR TENNESSEE LLC

If at any point in the future you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble. To dissolve your LLC, there are two broad steps:

  • Close your business tax accounts
  • File the Articles of Dissolution

TIP

Closing a child series will not dissolve the parent LLC. Dissolving the parent LLC will dissolve all of the child series under it.