Start a Tennessee LLC: Step-by-Step Guide

Your LLC name has to be distinguishable from every other business already on file with the Tennessee Secretary of State: not just LLCs, but corporations, partnerships, and reserved names too. "Distinguishable" is a legal test, not a gut check. Two names that differ only by punctuation, spacing, an entity suffix, or filler words like "the" and "and" are often treated as the same, and a too-close name gets your filing rejected.

Start at the Tennessee business entity search. Run your proposed name and a few near variations, and look for anything that reads or sounds like an existing entity.

Naming rules

• The name must contain "Limited Liability Company," "LLC," or "L.L.C." (T.C.A. § 48-249-106).
• It cannot falsely imply a government agency or a purpose the LLC is not authorized for.
• "Bank," "banks," "banking," "credit union," or "trust" need written approval from the Department of Financial Institutions, and "insurance company" needs approval from the Department of Commerce and Insurance.
• It must be distinguishable from all active and reserved entity names on file. If you have permission from the holder of a similar name, the written consent is filed on Form SS-9411 ($20).

Reserving a name

If your name clears but you are not ready to file, Tennessee lets you reserve it with the Secretary of State on Form SS-9425 for $20. Reservation holds the name; it does not form the LLC.

Assumed names (DBAs)

Planning to operate under a name other than your official LLC name? An existing LLC registers an assumed name with the Secretary of State on the state assumed-name form. That is a separate filing from formation and does not create a new entity. It just lets your LLC do business under an additional name.

Before you file, you need a registered agent decided on, because the agent's name and Tennessee address go directly into the Articles of Organization. The Secretary of State's FAQ says all entities except general partnerships must maintain a registered agent and office in Tennessee at all times. The agent is who receives lawsuits, subpoenas, and official mail for the company.

Who can serve

Form SS-4270 lets you name either an individual or an organization, with a Tennessee street address, county, and email. The instructions say a post office box is not acceptable and that the address will be verified.

• You: if you have a Tennessee street address you can use. Your address becomes part of the public record.
• Another individual: someone with a Tennessee street address, such as a co-owner, an employee, or an attorney.
• A commercial registered agent service: an organization that keeps its own professional address in the public record instead of yours and makes sure someone is there to receive documents.

Why it matters

Whatever address you list as the registered agent's is public and searchable on the Secretary of State's site, and the FAQ describes the agent as someone who agrees to accept legal mail for your entity. Owners who work from home, travel, or keep irregular hours often use a commercial service to keep their home address private and make sure papers never go unanswered.

The Articles of Organization (Form SS-4270) are what actually create your LLC in Tennessee's records. Most owners file online through TNCaB, the Secretary of State's Charity and Business filing system that replaced TNBear, rather than by mail. You'll need to create a TNCaB account the first time you use it.

One thing to plan for: Tennessee's filing fee is charged per member. The form sets it at $50 per member on the filing date, with a $300 minimum and a $3,000 maximum, so an LLC with one to six members pays $300 and each member after that adds $50. Paying by card or e-check online adds a convenience fee. The Secretary of State doesn't publish a standard processing time, so leave a cushion if you have a deadline.

What goes into the Articles

• LLC name with its required designator
• Fiscal year close month: December by default; it sets your annual report deadline
• Principal office address (no P.O. box) and a mailing address
• Business email: the form says all reminders will be sent by email
• Up to three NAICS codes describing the business
• Management structure: member-managed, manager-managed, or director-managed
• Number of members: because the fee scales with it
• Registered agent: an individual or organization with a Tennessee street address and county, no P.O. boxes
• Effective date: on filing or delayed up to 90 days
• Organizer's signature: the person submitting the filing, who need not be a member

Everything on the form is public record.

Once the Secretary of State records the filing, your LLC shows up in the business entity search and your stamped Articles are available to download.

An Employer Identification Number is your LLC's federal tax ID: the business equivalent of a Social Security number. You will need it to open a business bank account, hire employees, and file most tax forms. Multi-member LLCs and any LLC with employees are required to have one; single-member LLCs with no employees can technically use the owner's SSN but almost always want an EIN anyway to keep personal and business identity separate.

Apply directly with the IRS, free of charge. The online application issues the number immediately once the business is recognized. Apply after your Articles of Organization are recorded, so the LLC legally exists when you request the EIN. Beware third-party sites that charge for what the IRS provides at no cost. If you form through Mainstay Filing, we apply for the EIN for you once the Articles are recorded.

Tennessee does not make you file an operating agreement, and it is not part of your Articles, but skipping it is a mistake, especially with more than one member. The operating agreement is the internal rulebook: who owns what percentage, who contributed what capital, how profits and losses are split, how decisions get made, what happens when a member wants out or passes away.

Without a written agreement, the default provisions of the Tennessee Revised LLC Act fill every gap, and those defaults may distribute profits or allocate voting power in ways the members never intended. For a single-member LLC, having the document on file reinforces the legal separation between you and the company: one of the things a court weighs if someone tries to pierce the liability shield. Keep the signed agreement with your company records; you do not send it to the state.

Formation is the start, not the finish. Two recurring obligations keep a Tennessee LLC in good standing, and they live at two different agencies.

Annual report

File an annual report with the Secretary of State each year, due on or before the first day of the fourth month after your fiscal year closes: April 1 for a calendar-year LLC. You file it in TNCaB. The fee mirrors formation: $300 for up to six members, plus $50 for each member over six, capped at $3,000, so a growing LLC pays more over time. Miss it and the state can administratively dissolve the company and place it in inactive status; reinstatement is $70 plus a Department of Revenue tax clearance.

Franchise and excise tax

Separately, most Tennessee LLCs owe franchise and excise (F&E) tax to the Department of Revenue through TNTAP, due the 15th day of the fourth month after your fiscal year ends. This is a genuine tax, not a filing formality: the Department of Revenue says the minimum franchise tax is $100 even if the company is inactive, and it is entirely separate from the annual report. Register for F&E early and calendar both deadlines. A business bank account, basic bookkeeping, and any local business license your county or city requires round out a clean setup.