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Tennessee LLC Operating Agreement Template

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A Tennessee LLC operating agreement is a document that determines the rules and regulations concerning the internal affairs of a limited liability company and its members, managers, and officers. It is not a legal requirement for LLCs to establish a written operating agreement, but the members will find it extremely useful as a reference for the governance and legal structure of the company.

Without an LLC operating agreement in place, the entity will be governed by the statutes outlined in the Limited Liability Company Act, which are quite broad and may not cover the intricacies of every type of business should a lawsuit or other legal liability arise.

Contents

Types (2)

Single-Member LLC Operating Agreement – A contract executed by an individual who has created an LLC of which they are the sole member.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – An operating agreement established by an LLC that has two (2) or more members.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Name LLC

A limited liability company must have a business name that is different from other existing entities in Tennessee.

The Secretary of State (SOS) provides a Business Name Availability search engine that allows users to find out if their business name is unique.

The name of the LLC must contain the words “limited liability company,” L.L.C.,” or “LLC” in order to fulfill state requirements (a full list of requirements can be found in § 48-249-106 of the Tennessee Code).


Step 2 – Registered Agent

An LLC must nominate a registered agent to take care of state and federal legal documents and service of process on behalf of the entity.

A registered agent can be any individual over the age of eighteen (18) with a Tennessee address. The LLC can also hire a a business entity, a professional registered agent service, that operates within the state.


Step 3 – Register LLC

To form an LLC in Tennessee, the member(s) must file the Articles of Organization with the Secretary of State. Registration can be done online or by mail.

Online

  1. Proceed to the Online Business Registration webpage on the SOS website and select Limited Liability Company from the dropdown menu, then click Continue.
  2. There are seven (7) segments that must be completed which make up the entirety of the Articles of Organization.
  3. The last segment will require payment for registering the LLC; the fee is $50 per member (min. $300, max. $3,000), which does not include transaction fees.

By Mail

  1. Download, complete and print the Articles of Organization form.
  2. Attach a check for the filing fee ($50 per member) to the document.
  3. Mail the document and check to the following address:

Business Services Division
Secretary of State’s Office
312 Rosa L. Parks Avenue
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243



Step 4 – Operating Agreement

An LLC operating agreement can be drafted anytime during or after the process of filing the Articles of Organization. As previously mentioned, an operating agreement isn’t legally required in order for the LLC to be an official entity, but it will help establish the structure of the business and solidify the rights and obligations of the members.


Step 5 – Employer Identification Number (EIN)

All business entities in the US, with a few exceptions, must have an Employer Identification Number (EIN). This is a 9-digit number assigned to the LLC by the IRS so the company can file returns, pay taxes, open bank accounts, etc. An EIN can be obtained by applying online for free through the IRS website or completing the Application for Employer Identification Number (Form SS-4) and mailing it to Internal Revenue Service, EIN Operation, Cincinnati, OH, 45999.


Resources

Filing Options: Online or by Mail

Costs:

  • Domestic filing fee: $50 per member (min. $300, max. $3,000)
  • Foreign filing fee: $50 per member (min. $300, max. $3,000)
  • Name reservation: $20

Forms:

  • Application for Reservation of Limited Liability Company Name (PDF)
  • Articles of Organization (Online) | (PDF)
  • Application for Certificate of Authority (Online) | (PDF)
  • Application for Employer Identification Number (Form SS-4) (Online) | (PDF)

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