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."
• It cannot falsely imply a government agency or a purpose the LLC is not authorized for.
• Restricted words — those tied to banking, insurance, or professional licensing — may require approval from the relevant Tennessee regulator before the name clears.
• It must be distinguishable from all active and reserved entity names on file.

Reserving a name

If your name clears but you are not ready to file, Tennessee lets you reserve it for a set period through the Secretary of State's online system. 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. Tennessee requires every LLC to keep a registered agent with a physical street address in the state for the entire life of the company. The agent is who receives lawsuits, subpoenas, and official notices from the Secretary of State.

Who can serve

• You — if you have a physical Tennessee street address (not a P.O. box) and are reliably available during business hours. Your address becomes part of the public record.
• Another individual — any Tennessee resident with a street address in the state, such as a co-owner, an employee, or an attorney.
• A commercial registered agent service — a company authorized to act as agent in Tennessee. It keeps its own professional address in the public record instead of yours and makes sure someone is always 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. Owners who work from home, travel, or keep irregular hours often use a commercial service to keep their home address private and to stay compliant with the always-available requirement. Tennessee also expects the agent to consent to the appointment.

The Articles of Organization — Form SS-4270 — are what actually create your LLC in Tennessee's records. Most owners file online through the TNBEAR New Business workflow rather than by mail.

One thing to plan for: Tennessee's filing fee is charged per member, with a minimum and a capped maximum. A single-member LLC pays the floor; a multi-member LLC pays more as members are added. The specific figures appear on your filing receipt, so decide your member count before you file. Online filings are typically recorded quickly — often the same business day, generally within one to two.

What goes into the Articles

• LLC name with its required designator
• Registered agent name and Tennessee street address — a real physical address, no P.O. boxes
• Principal office address
• Management structure — member-managed or manager-managed
• Number of members — because the fee scales with it
• Fiscal year close month — sets your annual report and franchise/excise deadlines
• Organizer information — the person submitting the filing, who need not be a member

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.

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 the first day of the fourth month after your fiscal year closes — April 1 for a calendar-year LLC. It confirms your agent, address, and member count, and because the fee is per member, a growing LLC pays more over time. Miss it and the state can administratively dissolve the company.

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, 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.