In this lesson, we will walk you through filing your Articles of Organization with the Tennessee Secretary of State. This is the document that officially forms your Tennessee LLC.
(Tennessee Secretary of State, Business Services)
Please watch the video instructions below:
Tennessee LLC - Formation Documents
The following information is provided for educational purposes only and in no way constitutes legal, tax, or financial advice. For legal, tax, or financial advice specific to your business needs, we encourage you to consult with a licensed attorney and/or CPA in your State. The following information is copyright protected. No part of this lesson may be redistributed, copied, modified or adapted without prior written consent of the author. A Limited Liability Company (abbreviated “LLC”) is a hybrid between a Corporation and a Partnership. An LLC protects your assets in the event of a lawsuit. In order to form your LLC, you must file LLC Formation Documents and pay the State filing fee. Once your documents are approved and sent back to you, your LLC is now in existence and authorized to do business in the State. Before completing your LLC Formation Documents, you need to have 2 things completed. First, make sure you have watched the Lesson on researching your LLC’s name. Your desired LLC name must be available for use before you proceed. Second, make sure you have watched the Lesson on Registered Agent and that you’ve made your selection. Now, let’s discuss your LLC Formation Documents. The name of the LLC Formation Document for the State of Tennessee is called the Articles of Organization. This document is not complicated and contains basic information, including listing your LLC Name, your office address, and your Registered Agent information. We will walk you through the details of the Articles of Organization in just a couple minutes and we will make sure that you get it filled out correctly. There are 2 ways you can file your Articles of Organization with the State. You can file by mail or you can file online. If you file by mail, you will fill out your Articles of Organization on the State’s website, then print them out and mail them to the State along with a check or money order to pay the filing fee. If you file online, you’ll fill out your Articles of Organization on the State’s website, and then submit them electronically, and pay the filing fee with a debit or credit card. Since the State requires you to fill out the Articles of Organization on their website (regardless if you file by mail or file online), the only reason you really file by mail is if you don’t have a debit or credit card to make online payment with. The State charges a one-time fee in order to form your LLC. You will find this filing fee amount below this video. Once you submit your Articles of Organization along with the filing fee, the State will review and process your documents. If there are any issues with your filing, the State will notify you and then tell you what corrections need to be made. If you filed by mail and there are no issues, your LLC will be approved in 5-7 days. If you filed online and there are no issues, your LLC will be approved instantly. Either way, you’ll receive back a stamped and approved copy of your Articles of Organization along with an Acknowledgment Letter from the State. This confirms your LLC is now a legally formed business in the State of Tennessee. Your Acknowledgment Letter will contain your LLC’s name, the date filed, and your Secretary of State Control Number. Your Secretary of State Control Number is unique to your LLC and you will use it when dealing with the State. Once your LLC is formed, paperwork with the State is not over. As part of the ongoing requirements for your LLC, Tennessee requires that you file an Annual Report and pay a yearly fee. Also, depending on your type of business, you’ll be required to file State taxes. We will discuss these items later Lessons. We’re now ready to do a complete walk-through of filing your Articles of Organization. The link below this video will take you to the State’s website. Let’s get started. Here we are at the State’s website. Again, the link below this video’s going to take you to this page. Once you’re here, go ahead and click the “Start Now” button. Under the 1st section where it says “Business Entity Type”, you’re going to select “Limited Liability Company”. Then you’re going to agree to the terms. and then click “Continue”. We have a couple steps to run through. The 1st here is the name of the LLC. Please enter your name exactly as you would like it to appear (so that’s proper capitalization, as well as punctuation). I’m going to use a sample company for demonstration purposes. I’ve entered “ABC Widgets, LLC” into the 1st box. You can see that I have a comma after “widgets”. That comma is optional, so you can use a comma if you’d like (or you can leave it out if you prefer). I’m next going to confirm the name by typing it again in the box below. Once you do that, under “Formation Locale”, we’re going to check off “Domestic Tennessee Business”. Under “Business Type”, you can leave this blank (we’re not going to use this section). So once you enter your name twice, check off “Domestic”, then go ahead and continue. Next is “Business Entity Properties”, under “Period of Duration”, you’re going to enter “Perpetual” which is checked off by default. That means the LLC will remain in existence until it is dissolved by the members. Next, under the “Fiscal Year Close” date, you can leave it on the default “December” (unless you know specifically that your business would like to use a different “Fiscal Year Close” month). Most businesses run January to December. For this, example I’m going to leave it on December. The delayed effective date would only apply if you’re forming your LLC in the month of December. If that’s the case, we recommend you put an effective date of January 1st, 2nd, 3rd, etcetera of the following year (reason being, is that if your entity is approved in December and it’s open for 10 days, technically you still have to file a tax return, and it just adds a little bit of an extra headache). So go ahead and file that in January. Note here that you can only go 90 days out, so you know, you can’t postpone this (6 months or something like that). Again, this is usually only applicable for people who are forming their LLC in the month of December. Next, under “Managed By”, you’re going to select “Member Managed”. That means the business is managed and run by the members. And in the next box, you’re going to fill in the number of members for the LLC. For this example, this is a Single-Member LLC, so I’m going to enter 1. Underneath “Obligated Member Entity” and “Other Provisions”, you can leave these unchecked. They’re most likely not going to apply, and then go ahead and hit “Continue” at the bottom. In the next section here, we’re going to list our Registered Agent information, and we have 3 options. We can check this 1st box here which means the LLC represents itself. If that’s the option you want to go with, you’re just going to enter the address, city, the zip code and then the county, and then hit “Continue”, or, the LLC Registered Agent can be an individual such as yourself or someone else who has an address in the State, or, if you don’t have access to an address in the State, you can hire a commercial Registered Agent, and then you would check off “Organization”. For this example, I’m going to say “The business entity will represent itself”, and then what I’m going to do is I’m going to fill in the address of the LLC. I’m then going to select the county where this address is located in. And you’ll see here that the next step is going to be the address. In this case, this is the exact same address, so I’m going to check off this box here (“Use this address as the Principal Office Address also.”). If you had 2 different addresses that you want to use, you can leave that unchecked. I’m going to hit “Continue”. You’ll see the page stay the same, and down here it said the address was standardized (they made it all caps, and then entered 4 digits at the end of the zip code). Everything looks good, I’m going to hit “Continue”. Under the “Address” step, you can see that they carried my information over from the prior step. That’s all correct. They also provide you the ability to enter a mailing address. This would be if you had an address where you want to receive mail that was not the Principal Office Address of the LLC. In this case, it’s not applicable, so I’m going just to hit “Continue”. Under the Confirmation Page, I’m going to double-check the information such as the Name of the LLC, Perpetual existence, Member Managed, the Name in the address, and the Principal Office Address which may or may not be the same. You’ll see down here we have the filing fee and the online convenience fee of $8 which is mandatory in the State charges when you file your LLC. Once everything looks good, go ahead and hit “Continue”. On the Signature Page, you’re going to check off the “I certify” box, and you’re going to enter your first name, your last name and then enter your contact phone number. I’ve entered some sample information here (“John Doe”, with a dummy phone number), and I’m going to hit “Continue” (and just for demonstration purposes). The next step is payment. Again, you have 2 options: you can either file it by mail, or file online. If you file by mail, you’re going to need to print out these documents and then mail them along with the filing fee. Since filing online is just as easy (really, the only reason that you’d want to file by mail if you don’t have a debit or credit card that you can use), I’ll show you what happens if you do decide to file by mail though. Once you click that button, it’s going to download the Articles of Organization to your computer. I’m then going to click “Show in Finder”, and you can see that those documents are now in my computer. Again, I can then print them out and then mail them to the State. Let’s close this out and let’s see what happens if I file the documents with a credit or debit card. It’s going to re-direct me to the State’s Online Payment Center. All you need to do on this page is enter the name on the credit or debit card, select the type of card, enter the card number, expiration date, the 3-digit code on the back. And then under billing information, I’m going to enter the billing address that’s associated with the card, and then enter your email address so you can receive confirmation of payment. Once all that’s filled out, go ahead and click “Submit”, and then wait until the documents are processed. Once the processing has gone through successful, you will receive a copy of your Articles of Organization as well as your Acknowledgement Letter. Also, if you do file by mail, you will receive both of those as well (you just need to wait about 5-7 business days). And that concludes this Lesson. Once your LLC has been filed and approved, you can then proceed to the next step.
1-6 Members: If your LLC has 1-6 members, your LLC filing fee is $300.
More than 6 Members: If your LLC has more than 6 members, you will add an additional $50 per member for each member over 6.
For example: – If you have 7 members, your filing fee is $300 + $50 (+1 member) = $350. – If you have 10 members, your filing fee is $300 + $200 (+4 members) = $500.
Note: The “LLC filing fee” (the fee to create a Tennessee LLC) is the same thing as the “Articles of Organization fee”. The Articles of Organization is the document, that once approved by the Secretary of State’s office, creates your Tennessee LLC.
Note, if you hired Northwest Registered Agent, their SOS Control Number is 000593933. You’ll need to list this in your Articles of Organization.
Accepted Forms of Payment – File Online
Credit card or debit card.
Accepted Forms of Payment – File by Mail
Check or money order.
Make check or money order payable to “Tennessee Secretary of State”.
Filing Instructions – File Online
If you file online, you will fill out your Articles of Organization on the State’s website, then submit them electronically, and pay the filing fee with a debit or credit card. There is also a small “convenience fee” for online filing.
Filing Instructions – File by Mail
If you file by mail, you will fill out your Articles of Organization on the State’s website, then print them out and mail them to the State along with a check or money order to pay the filing fee.
Mail your Articles of Organization with your check or money order (for $300, made payable to the “Tennessee Secretary of State”) to:
Secretary of State Attn: Corporate Filing 6th Floor – Snodgrass Tower 312 Rosa L. Parks Avenue Nashville, TN 37243
Expected Approval Time – Submitting by Mail
When submitting documents through the mail, your LLC will be approved in 5-7 business days.
Approval comes in the form a stamped and approved Articles of Organization along with your Acknowledgment Letter.
Expected Approval Time – Submitting Online
When submitting documents online, your LLC will be approved instantly.
When you finish and pay online, you’ll be able to print your approved Articles of Organization and Acknowledgment Letter in PDF format.
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