The Tennessee Articles Organization form is a document used to officially establish a Limited Liability Company (LLC) in Tennessee. This form outlines essential details about the LLC, including its name, registered agent, and management structure. Proper completion and submission of this form are necessary for the LLC to be recognized legally in the state.
Starting a business in Tennessee is an exciting venture, and one of the first steps in this journey is completing the Articles of Organization form for your Limited Liability Company (LLC). This important document, known as SS-4270, lays the groundwork for your LLC by capturing essential information such as your company's name, registered agent, and management structure. It also outlines the filing methods available to you, whether you prefer the convenience of online submission, mailing in a printed form, or even delivering it in person. With specific requirements for the name of your LLC and the designation of its management, the form ensures that all legal bases are covered. Additionally, it details the fiscal year end, potential future effective dates, and various designations such as non-profit or professional LLCs. Completing the Articles of Organization accurately is crucial, as any mistakes can lead to rejection and delay in your business's formation. Understanding the filing fees, which vary based on the number of members, is also essential for budgeting your startup costs. By navigating the Articles of Organization correctly, you set the stage for your LLC's success in the vibrant business landscape of Tennessee.
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When filling out the Tennessee Articles of Organization form, it is essential to adhere to specific guidelines to ensure a smooth submission process. Here are four key do's and don'ts to keep in mind:
The Tennessee Articles of Organization form is similar to the Certificate of Formation used in many states for establishing a Limited Liability Company (LLC). This document serves a similar purpose by providing essential information about the LLC, such as its name, registered agent, and management structure. Like the Articles of Organization, the Certificate of Formation typically requires details about the members and their roles within the company. Both documents must be filed with the state to legally establish the LLC and can often be submitted online or by mail.
Another comparable document is the Articles of Incorporation, which is used to form a corporation. While the Articles of Organization pertain specifically to LLCs, the Articles of Incorporation serve a similar function for corporations. Both documents require basic information about the entity, including its name, registered agent, and purpose. However, the Articles of Incorporation may also include details about stock structure, which is not applicable to LLCs.
The Operating Agreement is another important document that complements the Articles of Organization. While the Articles establish the LLC legally, the Operating Agreement outlines the internal management structure and operating procedures. It defines the roles of members and managers, profit-sharing, and decision-making processes. Both documents are crucial for the smooth operation of the LLC, but the Operating Agreement is not typically filed with the state.
The Statement of Information is a document that some states require to provide updated information about a business entity. Similar to the Articles of Organization, it includes details such as the company’s address, registered agent, and management structure. While the Articles are filed at the formation of the LLC, the Statement of Information is often required annually or biennially to keep the state informed about any changes.
The Business License Application is another document that shares similarities with the Articles of Organization. Both are essential for legal business operations. The Articles of Organization establish the LLC's legal existence, while the Business License Application grants permission to operate within a specific jurisdiction. Each document must be accurately completed and submitted to the appropriate authorities to ensure compliance with state and local regulations.
The Employer Identification Number (EIN) application is also related to the formation of an LLC. While the Articles of Organization create the entity, the EIN application allows the LLC to obtain a unique tax identification number from the IRS. This number is necessary for tax purposes, hiring employees, and opening a business bank account. Both documents are vital for the LLC’s operational setup, but they serve different functions in the business formation process.
The Partnership Agreement is similar in that it outlines the relationship between partners in a business. While the Articles of Organization pertain to LLCs, the Partnership Agreement serves a similar purpose for partnerships. It defines the roles, responsibilities, and profit-sharing arrangements among partners. Both documents establish the legal framework for the business, but they cater to different business structures.
The Certificate of Good Standing is another document that can be related to the Articles of Organization. This certificate verifies that an LLC is properly registered and compliant with state regulations. While the Articles of Organization establish the entity, the Certificate of Good Standing confirms its active status and ability to conduct business. Both documents reflect the legal standing of the business entity in the eyes of the state.
Lastly, the Annual Report is a document that LLCs may be required to file after their formation. Similar to the Articles of Organization, it provides updated information about the business, such as its address, management, and member details. While the Articles establish the LLC, the Annual Report ensures that the state has current information about the entity, reinforcing the importance of maintaining compliance with state requirements.
Filling out the Tennessee Articles of Organization form is an essential step in establishing a Limited Liability Company (LLC) in the state. Once you have completed the form, you will need to submit it along with the appropriate filing fee to the Secretary of State's office. This ensures that your LLC is legally recognized and can operate within Tennessee.
Filling out the Tennessee Articles of Organization form can be straightforward, but several common mistakes can lead to rejection. One frequent error is failing to provide a distinguishable name for the Limited Liability Company (LLC). The name must comply with Tennessee law, specifically T.C.A. § 48-249-106, which requires that the name includes "Limited Liability Company" or the abbreviations "LLC" or "L.L.C." If the proposed name is too similar to an existing business, it may not be accepted.
Another common mistake is neglecting to check the box for name consent when using an indistinguishable name. If an applicant wishes to use a name that is not distinguishable from an existing business, they must include a separate application for name consent along with the required fee. Failing to do so will result in the rejection of the application.
Inaccurate or incomplete information regarding the registered agent and office is another frequent pitfall. The form requires the name and complete address of the LLC's initial registered agent, which must be a physical address in Tennessee. A post office box is not acceptable. If the address cannot be verified as deliverable by the United States Postal Service, the application will be rejected.
Applicants often forget to indicate the fiscal year close month. If this information is omitted, the Division of Business Services will automatically assign December as the fiscal year close month. This can lead to complications later, especially when filing annual reports.
Delaying the effective date of the LLC can also lead to issues. If the applicant intends for the LLC to begin on a future date, they must specify that date on the form. The specified date cannot exceed ninety days from the filing date. Failure to include this information can result in the LLC being treated as effective upon filing.
Another mistake involves the management structure of the LLC. The applicant must indicate whether the LLC will be Member Managed, Manager Managed, or Director Managed. Neglecting to check the appropriate box will lead to confusion and potential rejection.
When indicating the number of members at the time of filing, some applicants overlook this requirement. If the number of members is not provided, the Division of Business Services will default to one member, which may not reflect the applicant's intention.
Additionally, applicants sometimes fail to provide the complete address of the principal executive office. This address must also comply with USPS deliverability guidelines. If it cannot be verified, the application will be rejected.
Lastly, signatures must be properly executed. The person signing the document must include their name, date, and capacity in which they are signing. Omitting any of these details will result in rejection of the application. Ensuring all sections of the form are accurately completed is crucial for a successful submission.
SS-4270 (12/19)
Business Services Division
Tre Hargett, Secretary of State
State of Tennessee
INSTRUCTIONS
ARTICLES OF ORGANIZATION
LIMITED LIABILITY COMPANY
LLC articles of organization may be filed using one of the following methods:
•E-file: Go to http://tnbear.tn.gov/NewBiz. Use the online tool to complete the application and pay the filing fee by credit card or debit card. When paying by credit card or debit card, there is a convenience fee that covers the credit card fees and transaction costs incurred by the Business Services Division when accepting online payments. Applicants who do not wish to pay the convenience fee to file online may choose the “Print and Mail” option at no additional cost.
•Print and Mail: Go to http://tnbear.tn.gov/NewBiz. Use the online tool to complete the application. 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.
•Paper submission: A blank application may be obtained by going to https://sos.tn.gov/sites/default/files/forms/ss- 4270.pdf, by emailing the Secretary of State at Business.Services@tn.gov, or by calling (615) 741-2286. The application is hand printed in ink or computer generated and mailed 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.
•Walk-in: A blank application may be obtained in person at the Secretary of State Business Services Division located at 6th FL – Snodgrass Tower, 312 Rosa L. Parks AVE, Nashville, TN 37243.
LLC Articles of Organization must be accurately completed in their entirety. Forms that are inaccurate, incomplete or illegible will be rejected.
Limited Liability Company Articles of Organization set forth the items required under T.C.A. § 48-249-202.
1.The name of the Limited Liability Company is – Enter the proposed name of the Limited Liability Company. The name of a new LLC must meet the requirements of T.C.A. § 48-249-106.
2.Name Consent: (Written Consent for Use of Indistinguishable Name) – An applicant LLC can request to use a name that is not distinguishable from the name used by an existing business under certain circumstances detailed in T.C.A. § 48-249-106. Indicate name consent by checking. If checked, the Articles of Organization must be accompanied by an application to use an indistinguishable name, accompanied by payment of an additional $20 filing fee. The application must set forth the appropriate criteria for name duplication as described in the Act.
3.This company has the additional designation of – If applicable to the specific nature of the LLC, enter any additional designation, including:
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•Bank
•Captive Insurance Company
•Insurance Company
•Litigation Financier
•Non-profit Limited Liability Company
•Professional Limited Liability Company
•Series LLC
•Trust Company
If the LLC’s name contains the word “bank”, “banks”, “banking”, “credit union” or “trust”, written approval must first be obtained from the Tennessee Department of Financial Institutions before documents can be accepted for filing with the Division of Business Services. You may contact the Tennessee Department of Financial Institutions as (615) 741-2236.
If the LLC’s name contains the phrase “insurance company”, written approval must first be obtained from the Tennessee Department of Commerce & Insurance before documents can be accepted for filing with the Division of Business Services. You may reach the Tennessee Department of Commerce & Insurance at (615) 741-2241.
4.The name and complete address of the Limited Liability Company’s initial registered agent and office located in the state of Tennessee is – Enter the name of the LLC’s initial registered agent, the street address, city, state and zip code of the LLC’s initial registered office located in Tennessee and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box is not acceptable for the registered agent/office address.
5.Fiscal Year Close Month – Enter the month of the year that concludes the LLC’s fiscal year. If a fiscal year close month is not indicated, the Division of Business Services will list the fiscal year close month as December by default. Please note that T.C.A. § 48-249-1017 requires LLCs to file an annual report with the Secretary of State on or before the first day of the fourth month following the end of the close of the LLC’s fiscal year.
6.If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is – If the existence of the LLC is to begin upon a future date, enter the future date. In no event can the future date or the actual occurrence of the specific event be more than ninety calendar days from the filing of the articles of organization.
7.The Limited Liability Company will be – Indicate whether the LLC will be Member Managed, Manager Managed or Director Managed by checking the appropriate box.
8.Number of Members at the date of filing – Enter the number of members of the LLC at the date of filing. If the number of members is not indicated, the Division of Business Services will list the number of members as one (1) by default.
9.Period of Duration if not perpetual – Indicate if the duration of the LLC is perpetual or has a specific end date by checking the appropriate box. If “other” is checked, indicate the specific date on which the duration of the LLC’s existence will end.
10.The complete address of the Limited Liability Company’s principal executive office is – Enter the street address, city, state and zip code of the principal executive office of the LLC and the county in which the office is located. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services unless a deliverable mailing address is also provided. A post office box address is not acceptable for the principal office address. Please provide a business email address. All reminders and notifications will be sent via email.
11.The complete mailing address of the entity (if different from the principal office) is – If notifications from the Division of Business Services should be sent to an address other than the principal office address, enter that address. The address will be verified and formatted to United States Postal Service address deliverability guidelines. If the address cannot be recognized as deliverable by the United States Postal Service, the form will be rejected by the Division of Business Services. A post office box address is acceptable for a mailing address.
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12.Non-Profit LLC (required only if the Additional Designation of “Non-Profit LLC” is entered in section 3.) – If “Non-profit Limited Liability Company” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true.
13.Professional LLC (required only if the Additional Designation of “Professional LLC” is entered in section 3) – If “Professional Limited Liability Company” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true. Indicate the licensed profession in the space provided.
14.Series LLC (required only if the Additional Designation of “Series LLC” is entered in section 3.) – If “Series LLC” is indicated in section 3 of the articles of organization, check the box certifying that the statement in this section is true.
15.Obligated Member Entity (list of obligated members and signatures must be attached) – If the LLC elects to be registered as an Obligated Member Entity pursuant to T.C.A. § 48-217-101(f), check the box and enter the effective date. Also check the box to acknowledge an understanding of the statutory requirements.
If the box indicating registration as an Obligated Member Entity is checked, the articles of organization must be accompanied by a duly executed Obligated member Entity Addendum (Form SS-4600).
16.This entity is prohibited from doing business in Tennessee – Check the box if the LLC, while being formed under Tennessee law, is prohibited from engaging in business in Tennessee.
17.Other Provisions – Including any further information in this space is strictly optional. Use this section to set forth other details of the LLC that are not required to be included in the articles of organization. Such items could include the names of the LLC members, the purpose of the LLC, the names of the LLC management, and provisions regulating the affairs of the LLC. If the form does not allow enough space, enter “see attached” and include the desired details in an attachment.
Signature
•The person executing the document must sign it and indicate the date of signature in the appropriate spaces.
Failure to sign and date the application will result in the application being rejected.
•Type or Print Name. Failure to type or print the signature name and title of the signer will result in the application being rejected.
•Type or Print Signer’s Capacity. If other than the person’s individual capacity, the signer must indicate the capacity in which such person signs. Failure to indicate the signer’s capacity will result in the application being rejected.
FILING FEE
•The filing fee for articles of organization is $50.00 per member in existence on the date of the filing, with a minimum fee of $300.00 and a maximum fee of $3,000.00. If its articles of organization prohibit the LLC from doing business in Tennessee, the filing fee is $300.00, regardless of the number of members in existence on the date of the filing.
•Make check, cashier’s check or money order payable to the Tennessee Secretary of State. Cash is only accepted for walk-in filings. Applications submitted without the proper filing fee will be rejected. Checks, cashier’s checks or money orders made out to any other payee than the Tennessee Secretary of State will not be accepted and will result in the rejection of document.
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LIMITED LIABILITY COMPANY (ss-4270)
Page 1 of 2
BUSINESS SERVICES DIVISION
312 ROSA L. PARKS AVE, 6TH FL.
NASHVILLE, TN 37243-1102
(615) 741-2286
Filing Fee: $50.00 per member
(minimum fee = $300, maximum fee = $3,000)
For Office Use Only
The Articles of Organization presented herein are adopted in accordance with the provisions of the Tennessee Revised Limited Liability Company Act.
1.The name of the Limited Liability Company is:
(NOTE: Pursuant to the provisions of T.C.A. § 48-249-106, each Limited Liability Company name must contain the words “Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)
2.Name Consent: (Written Consent for Use of Indistinguishable Name)
This entity name already exists in Tennessee and has received name consent from the existing entity.
3.This company has the additional designation of:
4.The name and complete address of ithe Limited Liability Company’s initial registered agent and office located in the state of
Tennessee is:
Name:
Address:
City:
State:
Zip Code:
County:
5.Fiscal Year Close Month:
6.If the document is not to be effective upon filing by the Secretary of State, the delayed effective date and time is: (Not to exceed 90 days)
Effective Date:
/
Time:
Month
Day
Year
7. The Limited Liability Company will be:
Member Managed
Manager Managed
Director Managed
8. Number of Members at the date of filing:
9. Period of Duration:
Perpetual
Other / /
Month Day Year
10.The complete address of the Limited Liability Company’s principal executive office is:
Business Email:
Rev. 12/19
RDA 2458
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The name of the Limited Liability Company is:
11. The complete mailing address of the entity (If different from the principal office) is:
12.Non-Profit LLC (required only if the Additional Designation of “Non-Profit LLC” is entered in section 3.)
I certify that this entity is a Non-Profit LLC whose sole member is a nonprofit corporation, foreign or domestic, incorporated under or subject to the provisions of the Tennessee Nonprofit Corporation Act and who is exempt from franchise and excise tax as not-for-profit as defined in T.C.A. § 67-4-2004. The business is disregarded as an entity for federal income tax purposes.
13. Professional LLC (required only if the Additional Designation of “Professional LLC” is entered in section 3.)
I certify that this PLLC has one or more qualified persons as members and no disqualified persons as members or holders.
Licensed Profession:
14.Series LLC (required only if the Additional Designation of “Series LLC” is entered in section 3.)
I certify that this entity meets the requirements of T.C.A. § 48-249-309(a) & (b)
15.Obligated Member Entity (list of obligated members and signatures must be attached)
This entity will be registered as an Obligated Member Entity (OME)
I understand that by statute: THE EXECUTION AND FILING OF THIS DOCUMENT WILL CAUSE THE MEMBER(S) TO BE PERSONALLY LIABLE FOR THE DEBTS, OBLIGATIONS AND LIABILITIES OF THE LIMITED LIABILITY COMPANY TO THE SAME EXTENT AS A GENERAL PARTNER OF A GENERAL PARTNERSHIP. CONSULT AN ATTORNEY.
16. This entity is prohibited from doing business in Tennessee:
This entity, while being formed under Tennessee law, is prohibited from engaging in business in Tennessee.
17. Other Provisions:
Signature Date
Signer’s Capacity (if other than individual capacity)
Name (printed or typed)