How to Start an LLC in Tennessee

Why Create a Tennessee LLC?

Tennessee boasts an extensive network of resources for entrepreneurs. The state also offers numerous tax incentives for new businesses that meet such requirements as creating new jobs and doing so in economically distressed counties.

For most business owners, the fastest and easiest way to start a business is by creating a Tennessee limited liability company (LLC), a business entity ideal for startups and small- to medium-sized businesses. You get the advantages and protections of larger Tennessee corporations, but with much simpler rules and regulations.

The benefits of starting a Tennessee LLC:

• Perpetual existence (unless otherwise stated in the Articles of Organization)

• Simple management, filing, regulation, compliance and administration

• Separating your business debts and liability from your personal ones

• No state income tax on wages

Learn more about the benefits of the LLC business structure.

In this guide, you’ll find information on naming your LLC, getting a Registered Agent, the fees you’ll need to pay, Tennessee business taxes and much more. We also cover what you'll need to register and file your LLC and how you'll interact with the Tennessee Secretary of State.

How to Start a Tennessee LLC Yourself in 6 Steps

1

Complete a Tennessee LLC Search and Choose a Unique Business Name

You'll need a distinctive and original name for your LLC that’s not used by any other business in the state. If you’re having trouble coming up with a name, use Incfile’s Business Name Generator to brainstorm ideas. There are also a few naming rules you’ll need to follow. You can read about those on the Tennessee Business Names page.

One Tennessee rule, for example, is that to use words associated with certain qualified professions — such as insurance, surety, underwriters, bank, bankers or banking — you must obtain permission from the Tennessee Department of Financial Institutions.

Once you’ve chosen a name, you must ensure it’s available in Tennessee. To find out whether another company is using your chosen business name, use our tool to do a business name search. Alternatively, you can search the Tennessee Secretary of State website.

2

Provide an Official Address for Your LLC

Whether it’s an office building, a home (if the company is run from a residence) or any other physical location, every LLC in Tennessee must have a designated street address. It can be outside the state, but it cannot be a P.O. Box.

3

Assign a Registered Agent

A Registered Agent is someone designated to act on your behalf to receive official legal and tax correspondence and file reports with the Tennessee Secretary of State. Every LLC in Tennessee must have a Registered Agent.

This position can be filled by you, another manager in the business or a dedicated Registered Agent service. If your Tennessee Registered Agent is a person, they must reside and have a physical street address in Tennessee and must be present during business hours to receive important documents for your company. In Tennessee, you appoint your Registered Agent when you file your Articles of Organization and formally create your business.

All of Incfile’s packages include Registered Agent service that’s free for the first year and just $119 per year after that. We also have a dashboard where you can log in and easily view any document we've received on your behalf.

4

File Your Articles of Organization with the Tennessee Secretary of State

Once you've gathered all the information for your Tennessee LLC, you’ll need to file a form with the Tennessee Secretary of State to create your Articles of Organization and officially create your LLC.

Your Tennessee Articles of Organization can be filed online via the Tennessee Secretary of State system, or you can mail in a form to the Office of the Secretary of State, or Incfile can do it on your behalf. The Tennessee LLC filing fee is $50 per member, with a minimum fee of $300 and a maximum fee of $3,000.

You only need to file your Articles of Organization once, but you must file an annual report every year thereafter. This is something Incfile can remind you to do, or we can take care of it for you.

What are the fees and requirements to form a business in Tennessee?

5

Get an Employer Identification Number (EIN) from the Internal Revenue Service

When paying taxes or when submitting payroll information and payments for your employees, you’ll need an EIN to identify your business to the IRS. An EIN is also needed to open a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the Tennessee LLC formation process.

6

Create an Operating Agreement

A kind of "instruction manual" that explains how you'll run your business, an LLC Operating Agreement details how decisions will be made, how the business is divided among members and what will happen if a member leaves the company.

Some states require that a company have an Operating Agreement in place. The Tennessee Limited Liability Company Act governs the creation and management of LLCs, so the state doesn't require Operating Agreements.

However, the Tennessee LLC Act can be somewhat limiting (and comprises more than 100 pages of rules and exceptions to rules), so to give yourself more flexibility and protection in running your business, you may prefer to create your own Operating Agreement.

Other Tennessee LLC Types

Series LLCs

In Tennessee, you also have the option to set up a Series LLC. This specialized entity allows you to manage multiple LLCs under one umbrella LLC. It's useful if you don’t want to set up a separate Tennessee LLC for every individual business you run.

To create a Series LLC, Tennessee requires you to indicate that intent when you file your Articles of Organization. You'll also be required to pay a fee.

Decide whether a Series LLC is right for your new business.

Professional LLC

Some states, including Tennessee, allow certain types of businesses to form Professional Limited Liability Companies (PLLCs). A Tennessee PLLC will typically require members to be licensed and impose other specialized requirements as well.

Learn more about PLLC vs. LLC and whether it's right for your business.

Foreign LLC

If your business is already operating in another state and expanding to Oregon—or vice versa—you’ll need to form a Foreign LLC.

Get more information on how to establish a Tennessee Foreign LLC.

Helpful Resources from the State of Tennessee