Tennessee Limited Liability Company Articles of Organization

Last Revised: August 9, 2019.

About this Form

An articles of organization form is the document that one must complete and submit to the state to establish the creation of an LLC within Tennessee. It sets forth the name of the proposed company and contact information for its registered agent, among other details. It may include other provisions, provided that they are not inconsistent with state law. The purchased version of this form is guaranteed compliant with the laws of the state of Tennessee. It comes complete with instructions and filing information for creating an LLC within the state.

Accepted Filing Methods

Tennessee accepts the filing of an articles of organization form via U.S. mail, walk-in, or online via the Secretary of State's online system for e-filing documents.

Name Availability & Requirements

The requirements for naming an LLC within the state are set forth in Tenn. Code Ann. § 48-249-106. The name of the LLC must contain the words "limited liability company," the abbreviation "L.L.C." or "LLC". The name must be distinguishable from those of all other entities on file with the state. It may not infringe on any active trademark registered with the state or the U.S. Patent and Trademark Office. One may search online Tennessee's trademark database and the USPTO's trademark database.

One may determine the availability of a proposed business name for use within Tennessee by querying the state's official Business Name Availability tool.

Required Fees

Tennessee imposes a minimum fee of $300 for the filing and processing of an articles of organization form. If the articles submitted to the state declare more than six (6) members, the fee increases by $50 per member starting at the 7th member up to a maximum of $3000.

Statutory Authority & Requirements

The statutory authority for an LLC within the state is the Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. § 48-249-101 et seq).

The statutory requirements for a valid articles of organization filing are codified in Tenn. Code Ann. §§ 48-249-201 and 202. The text of the statutes read as follows:

§ 48-249-201.  Formation.

(a) Formation. One (1) or more persons acting as organizers may form an LLC by filing articles for the LLC with the secretary of state that contain the information required by § 48-249-202. Unless a delayed effective date, or an occurrence of a future event, is specified in the articles, the LLC is formed and its existence begins when the articles are filed with the secretary of state. [....]

§ 48-249-202.  Articles of organization.

(a) Mandatory contents.  The articles shall set forth:
(1) A name for the LLC that satisfies the requirements of § 48-249-106;
(2) The street address and zip code of the initial registered office of the LLC, the county in which the office is located, and the name of its initial registered agent at that office;
(3) The street address and zip code of the principal executive office of the LLC (and a mailing address such as a post office box if the United States postal service does not deliver to the principal executive office), and the county in which the office is located;
(4) A statement as to whether the LLC will be member-managed, manager-managed, or director-managed;
(5) If the LLC will have more than six (6) members at the date of filing of the articles, a statement of the number of members at the date of the filing of the articles;
(6) If, under § 48-249-114(f), one (1) or more members are personally liable for all of the debts, obligations and liabilities of the LLC, the information required in § 48-249-114(f);
(7) If the existence of the LLC is to begin upon a future date, or the occurrence of a specific event, the future date or a description of the specific event; except that, in no event may the future date, or the actual occurrence of the specific event, be more than ninety (90) days after the filing of the articles in compliance with § 48-249-201;
(8) If the LLC, while being formed under Tennessee law, is not to engage in business in Tennessee, a statement that the LLC is prohibited from engaging in business in Tennessee; and
(9) If the duration of the LLC is to be limited to a specific period of time or term of years, such limitation and the future date on which dissolution is to occur or the term of years shall be stated in the articles.