Limited Liability Companies – Tennessee

By | February 8, 2008

Address of state office for filing:
Department of State
Corporate Filings
312 Eighth Avenue North
6th Floor, William R. Snodgrass Tower
Nashville TN 37243
Telephone: (615) 741-2286
State web address: http://www.tennessee.gov/
State law reference: Tennessee Code Annotated, Title 48, Chapter 249.
Title of filing: Articles of Organization.
Filing Fee: $50 per member with a $300 minimum fee and a $3,000 maximum fee
Name requirements: The official name must contain the words “Limited Liability Company” or the abbreviations “L.L.C.” or “LLC.” (Section 48-249-106). A company name may be reserved for four months for a fee of $20. (Section 48-249-107).
Organizer requirements: A limited liability company must be organized by one person or entity. (Section 48-249-201).
Articles of Organization requirements: Articles of Organization must contain the following: (1) name of company, (2) registered agent name and office address, (3) street address, county, and zip code of company’s principal office, (4) statement whether company will be manager-managed, member-managed, or director-managed, (5) if company will have more than six members at date of filing, the number of members, (6) if one or more members are personally liable for all debts, obligations, and liabilities of the company, the information required under Section 48-249-114(f), (7) if the company’s existence is to begin in the future (up to 90 days in the future), a statement to that effect, (8) if the company will not conduct business in Tennessee, a statement that the company is prohibited from engaging in business in Tennessee, (9) duration of company, if less than perpetual, and (10) any additional matters. (Section 48-249-202).
Annual report requirement: Yes, to Secretary of State. (Section 48-249-1017).
Publication requirement: No.
Effective date of limited liability company organization: On the date of official approval of Articles of Organization, the company becomes a legal entity and the members are shielded from personal liability. In addition, the effective date may be delayed by up to 90 days if so stated in the Articles of Organization. (Section 48-249-201).
Membership requirements: Minimum number required is one. The member may be a natural person or a business entity. (Section 48-249-501).
Other: None.