A Tennessee LLC operating agreement is a legal form that outlines how a limited liability company (LLC) will operate in Tennessee. While the state does not require LLCs to implement operating agreements, they are highly recommended. Operating agreements not only shield company owners’ assets from claims made against the company but also clarify owners’ rights and responsibilities.
By Type (2)
Single-Member LLC Operating Agreement
Multi-Member LLC Operating Agreement
Table of Contents
How to Form an LLC in Tennessee
- Filing fee: $300 minimum
- Processing time: 2 days
1. Choose a Name
The State of Tennessee allows a name for a business entity to be reserved for a period of four (4) months, even if the LLC has yet to be formally registered. Before submitting an application to reserve a name, make sure the name is available and not already registered to another entity by using the state’s Business Name Availability tool.
2. Choose an LLC Type
Domestic LLC – For an LLC located within Tennessee.
- Online Filing – Select “Start Now!”
- Paper Filing (Form SS-4270) – Print and mail the application along with the required filing fee to the Secretary of State’s office at 6th FL – Snodgrass Tower, Attn: Corporate Filing, 312 Rosa L. Parks Ave, Nashville, TN 37243.
Foreign LLC – For an LLC located outside Tennessee.
- Online Filing – Select “Start Now!”
- Paper Filing (Form SS-4233) – Mail a completed Application for Certificate of Authority Limited Liability Company plus the filing fee to the Secretary of State’s office at 6th FL – Snodgrass Tower, Attn: Corporate Filing, 312 Rosa L. Parks Ave, Nashville, TN 37243.
- LLC Operating Agreement – This agreement will codify the company’s policies, procedures, and plans.
- Federal Employer Identification Number (FEIN) – Select “Apply Online Now” in Step 3. See Publication 15 for a guide to paying tax as an employer in 2022.
- Filing fee: $20
Anyone may reserve the exclusive right to a name for an LLC for a four-month period by filing an application with the secretary of state (§ 48-249-107).
- Paper Filing (Form SS-9425) – Mail an Application for Name Reservation and filing fee together in the same envelope to Tennessee Secretary of State, Attn: Corporate Filing, 312 Rosa L. Parks Ave FL 6, Nashville TN 37243.
Renewing an LLC (Annual Report)
- Filing fee: $300
Every domestic LLC and foreign LLC in Tennessee must submit an annual report on or before the first day of the fourth month following the company’s fiscal year closing (§ 48-249-1017).
- Online Filing – Enter the LLC’s Secretary of State control number and click “Begin.” See this video for instructions on how to file.
Dissolving an LLC
Filing fee: $20
Articles of termination would be filed with the secretary of state to formally dissolve an LLC in Tennessee (§ 48-249-612).
- Paper Filing (Form SS-4244) – Completed Articles of Dissolution, together with the filing fee, should be mailed to Corporate Filings 312 Rosa L. Parks Ave. 6th Floor, William R. Snodgrass Tower Nashville, TN 37243.
“LLC Operating Agreement” Definition
Except as otherwise provided in § 48-249-205, all members of an LLC may enter into an operating agreement to regulate the affairs of the LLC and the conduct of its business, and to govern relations between or among the members, holders, managers, directors, officers and the LLC, as applicable. Persons other than members, including holders of financial rights, may, but need not, also enter into the operating agreement. The LLC also may be a party to the operating agreement. An operating agreement may be entered into either before, after or at the time of filing of articles of organization, and, whether entered into before, after or at the time of such filing, may be made effective as of the formation of the LLC, or at a later time or date provided in the operating agreement. Except to the extent the articles of organization or a written provision of an operating agreement specifically require otherwise, an operating agreement need not be in writing. The written provisions of an operating agreement need not be set out in a single integrated document.