The Tennessee LLC operating agreement is a legal document that would be used by any business of any size, so that they may properly establish various important aspects of their business, to include, but would not be limited to, company policies, procedures, member listings (if there would be more than one (1) member) and statements of contributions, among other company regulations.
Although this document is not required by the State for any company to conduct business inside of the State, it is very important that the members or owners of any company carefully consider the implementation of this document. If any company operates without the document in place, should they at any time find that they are presented with legal claim, they could place their contributing members in the position of legal and personal liability if in fact the laws default to the State and the courts find in favor of the plaintiff. In this situation, all members/owner(s) may be required to liquidate their personal and private financial assets to make restitution. Completion and filing of this form will protect members and owners from this possibility, inasmuch as the document shall show that the members/owner(s) hold their private finances separate from those of the company. The company shall remain liable.
The members/owner should carefully review the document so that they may rest assured that they are clear with their understanding. If they are not clear, the members/owner may find that it would best serve the members/owner(s) to consult with counsel for assistance.
Table of Contents
Multi-Member – For use by companies with more than one (1) member who would be interested in setting forth their company policies in writing and offering protections to their members.
Single-Member – For use specifically by a sole owner who would like to outline their policies and procedures and create the protective separation between their private assets and their company.
Individuals attempting to file an LLC in Tennessee should first ensure that their operating name is available and distinct in the Secretary of State’s records. Any duplicate or deceptively similar names will be rejected by their offices. Because of this, it is best to conduct a for the name to confirm its availability.
Step 1 – Elect a Registered Agent
Each LLC must elect a third-party representative, known as a Registered Agent, to receive official documents on the company’s behalf. State law demands that the Registered Agent be one of the following:
- An individual who resides in Tennessee
- A qualified business transacting business in Tennessee
Step 2 – Registration Documents
Select your LLC type and complete the registration documents that follow.
- Domestic LLC – File a new company within Tennessee
- Register – Adobe PDF or
- *Foreign LLC – File an existing company initially formed outside Tennessee
- Register – Adobe PDF or
*Foreign applicants must include with their filings a Certificate of Existence (or similar document) which has been authenticated by an official in the initial jurisdiction and dated within two (2) months of filing.
Step 3 – Filing Fee
The State demands a filing fee of $50 per member (minimum $300 – maximum $3,000).
- Online Payment – Follow the prompts to pay the fee with your credit card
- Paper Payment – Enclose a check/money order and send all articles to the following address:
Secretary of State, Snodgrass Tower, ATTN: Corporate Filing, 312 Rosa L. Parks AVE, Nashville, TN 37243
Step 4 – Operating Agreement (optional)
LLC owners are advised to draft an operating agreement after filing with the Secretary of State’s offices. The agreement allows the managing member(s) to put in place provisions which will govern the general operation of the company (e.g. set meeting times, outline the responsibilities of each member).
Step 5 – Employer Identification Number (EIN)
The Employer Identification Number is a nine-digit number issued to a business by the Internal Revenue Service for the purpose of reporting tax information. Once obtained, the EIN will enable your business to legally pay employees and conduct a variety of financial transactions.
- Apply for an EIN on the or file Form SS-4 through the mail
Step 1 – Download the document. Enter the company name at the top of the form.
Step 2 – The Agreement – Enter the date in which the agreement shall become effective (dd/mm/yyyy format) – Submit the following:
- Check an applicable box
- Any requested information
- Single-Member – The company name. The state where the business shall be located. Enter the owner’s full name and business address
- Multi-Member – The member’s full names and addresses
Step 3 – Name and Principal Place of Business – Enter the following:
- The name in which the company has been registered
- The full address of the company
- The name of the city where the business is located
Review the remaining information.
- The date of formation (dd/mm/yy)
- Read the information provided within the titles:
Member Capitol Contributions – Submit the following:
- Check the box that applies
- Single-Members – Read the information provided
- Multi-Members – The name and contribution amounts of each member
- Check the appropriate box
- Single-Members – Read the information contained
- Multi-Members – Provide each member’s name. State their respective Percentage Interests
- Proceed (review the remainder of the information provided)
Step 4 – Books, Records and Tax Returns –
- Check the applicable box
- Review all the information
Continue by conducting a review of the following titles:
- Bank Accounts
- Management of the Company
- Select and check the applicable box
- Single-Member – Review all information
- Multi-Members – Review the information provided
- Enter all appropriate limits agreed upon by the members by placing them into the lines provided
Step 5 – Titled Sections – Where applicable, check the box – Read the following and provide the required information:
- Meetings of Members – A date for the annual meeting of members in which all members should expect to attend (dd/mm/yy)
- Assignment of Interests
- Ownership of Company Property (Sole Owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Select and check the applicable box. Read the information
- Representations of Members
- Certificates Evidencing Membership – Multi-Member – Enter the company name and an effective date (dd/mm/yyyy)
- Indemnification (Owners)
Step 6 – Signatures – Submit all of the following:
- The document’s date of execution
- The signature of a selected company representative
- Submit each member’s signature
When the document has been completed, members must be provided with individual copies for their personal records.