Prepared by U.S. Legal Forms, Inc.
Copyright - U.S. Legal Forms, Inc.
LIMITED LIABILITY COMPANY
FORMATION PACKAGE
STATE OF TENNESSEE
Control Number: TN-00LLC
The contents of this package are as follows:
1. Statutory Reference
2. Introduction
3. Forms List
4. Notes on Downloading the Forms
5. Notes on Completing the Forms
6. Instructions and Steps
7. Accessories
8. Sample Ledger and Certificate
9. Disclaimer
LIMITED LIABILITY COMPANY
FORMATION PACKAGE – TENNESSEE
Electronic Version
Statutory Reference
TENNESSEE CODE, Title 48, Chapter 249
Tennessee Revised Limited Liability Company Act
Effective: January 1, 2006
http://www.tennesseeanytime.org/laws/laws.html
(Select Tennessee Code from menu)
Introduction & Selections from Statutes
Created by state statutes to encourage business activity, a limited liability company (LLC) is a
“hybrid” type of business organization, with characteristics of both a partnership and a
corporation and many of the advantages of both. Like a corporation, the limited liability
company is a legal entity separate from its owners who are known as “members.” Barring some
other arrangement, members normally vote on any proposed action for the LLC, with the number
of votes per member typically corresponding to his or her percentage of ownership interest in the
business. Some of the advantageous benefits of an LLC include flexible ownership and
management, protection from liability for owners, and tax advantages.
FLEXIBILITY
A limited liability company generally has fewer legal formalities to observe than a corporation,
and is simpler to create and maintain. The ownership and management of an LLC is more
flexible than a corporation and very closely resembles that of a partnership. Keeping of corporate
minutes is not required. Management and control of an LLC is vested with its members unless
stated otherwise in the LLC’s Articles of Organization (called a Certificate of Formation in some
states). The owners of an LLC are called “members” and differ from the shareholders of a
corporation because members are allowed to participate in the management of an LLC without
being appointed to a managerial position such as a director or officer of a corporation.
IRS rules now allow an LLC to choose between being taxed as a partnership or as a corporation
(most choose partnership, but see below). If an LLC has more than one member, the relationship
between those members is governed by a written operating agreement. Although an LLC used to
be required to be comprised of at least two LLC members, today most states and the IRS
recognize the single-member LLC as a legitimate business structure.
LIMITED LIABILITY
In most cases, only the LLC is responsible for the company’s debts and the members are
protected from being individually liable. As a result, the member’s assets are typically not at risk
if the LLC is sued or cannot pay its debts. To maintain this limited liability protection for the
members the LLC must follow requirements such as holding member meetings and documenting
decisions through resolutions. However, there are some exceptions where individual members
may be held liable if he or she:
* Personally and directly injures someone
* Personally guarantees a bank loan or a business debt on which the LLC defaults
* Fails to deposit taxes withheld from employees’ wages
* Intentionally does something fraudulent, illegal, or clearly wrong that causes harm to the
company or to someone else, or
* Treats the LLC as an extension of her personal affairs, rather than as a separate legal entity.
TAXATION
Many tax benefits are available to LLCs and members including “pass through” tax treatment of
profits and losses, easy allocation of profits and losses to different members, and elimination of
payroll taxes for members’ cash withdrawals. The earnings of an LLC are not subject to
corporate taxes; instead, the profits flow through to the owners in proportion to their ownership.
However, LLC owners can instead elect to have their LLC taxed like a corporation. This may
reduce taxes for LLC owners who will regularly need to retain a significant amount of profits in
the company.
DISADVANTAGES
An LLC does not allow ownership to be transferred through sale of shares in the same way as
corporate stock ownership allows. In most jurisdictions, ownership interest may only be
transferred or created with the consent of a majority of the other members, unless the articles of
organization provide for a greater or lesser level of consent.
An LLC may abruptly cease to exist. Unless otherwise provided in the articles of organization or
a written operating agreement (which may for example allow a majority of members to vote to
continue the LLC), an LLC is dissolved at the death, withdrawal, resignation, expulsion, or
bankruptcy of any member. The LLC operating agreement can prevent this kind of abrupt ending
to your business by including certain provisions setting up guidelines for what will happen when
one member retires, dies, becomes disabled or leaves the LLC.
FORMATION
Not all businesses can operate as LLCs. Businesses in the banking, trust and insurance industry,
for example, are typically prohibited from forming LLCs. In addition, some states prohibit
professionals such as architects, accountants, doctors and other licensed healthcare workers from
forming LLCs, requiring a Professional Limited Liability Company (PLLC) or other entity.
State laws governing LLCs vary from state to state. However, if the LLC will have significant
business or member contacts (a.k.a. "presence") within a state, it should be formed in that state.
Otherwise, it may be subject to fees and/or taxes for doing business in an outside state. If an LLC
is required to qualify to do business in an outside state, it may have to pay filing fees and
franchise taxes as a foreign LLC to the outside state.
ARTICLES OF ORGANIZATION
The existence of an LLC begins when a document typically known as the “Articles of
Organization” are filed with the Secretary of State’s Business/Corporate Division. The Articles
of Organization is the primary document constituting the legal identity of the LLC. If there are
any conflicting provisions in other LLC forms or documents (the operating agreement, member
agreements, or resolutions), the articles of organization override such provisions.
Requirements vary by state, but most states require the following minimum information:
* The name of the LLC. The name you select must not be the same as or deceptively similar to
an existing business name in your state. Most states require that the limited liability company
name be followed by the words “Limited Liability Company” or by the abbreviation “LLC.”
* The mailing address of the proposed entity.
* The name and address of a registered agent in the state of filing.
* The name and address of the LLC’s organizer.
* The LLC’s stated period of duration or date of termination (indefinite/perpetual duration is
normally allowed.
* Some states may require that your articles of organization list the name and address of each
LLC member.
* The signature of the Organizer (person filing the Articles of Organization).
* Whether the LLC will be managed by one manager, more than one manager, or the members.
REGISTERED AGENT
Most states require that an LLC have a Registered Agent at a Registered Office within the state
of formation. This Registered Office may be at an address that is different from the LLC’s
business address, but may not normally be a post office box.
The main purpose of the Registered Office/Agent requirement is to provide a public record of a
person who will accept service of process on behalf of the LLC if claims are brought against it.
Because the Articles of Organization are a public record, potential claimants can usually contact
the Secretary of State’s office to obtain LLC’s registered agent information in order to serve your
LLC with a subpoena or summons. The agent may also be used to accept official documents,
such as tax notices.
OPERATING AGREEMENT
LLC members should enter into an Operating Agreement of some type (a detailed sample is
provided in this package). This Operating Agreement may be established either before or after
the filing of the Articles of Organization and may be either oral or in writing in many states.
Regardless of state requirements, it is preferred practice to have a written Operating Agreement.
If you don’t create a written Operating Agreement, the LLC laws of your state will govern your
LLC. The Operating Agreement is kept by the members (each should have an updated copy), and
is not filed with the government.
The LLC operating agreement may vary in complexity, but normally contains the following
information:
* Company name and address information
* Name and address information for each LLC member
* LLC management structure and operation
* Items/Funds contributed by each Member
* Fair market value of each item contributed
* Date/triggers of company dissolution, if any
* Accounting methods
* Tax treatment decisions for your LLC
* Appointment of LLC officers, if any
* Designation of a final capital pay-in date, if any
OPEN A BANK ACCOUNT
Most banks require only a copy of your Articles of Organization and your federal Employer ID
Number to open a bank account. Some, however, may also require a resolution authorizing the
opening of the account passed by the LLC’s members and a copy of the LLC Operating
Agreement. Because bank requirements vary by bank, you should contact the branch manager
and ask about their requirements for new LLC accounts.
MEMBER MEETINGS
Although a corporation’s owners’ failure to hold shareholder or director meetings may subject
the owners to liability, this is not the case for LLCs in many states. If the LLC’s Articles of
Organization or Operating Agreement do not expressly require such meetings, such liability will
normally not attach for failure to have member meetings. While many states do not require that
your limited liability company hold meetings on a regularly scheduled basis, it is advisable to
conduct member meetings to protect the integrity of the LLC’s operations and minimize
disagreements.
SELECTIONS FROM STATUTES
Tennessee Revised Limited Liability Company Act of 2005, effective January 1, 2006. Statutes listed here
are only abbreviated highlights though useful by USLF editors to educate and inform you on common
matters involved in the startup of an LLC, and should not be relied upon as definitive or complete. Some
statutes are abbreviated (“…”) and many statutes of the Act are not shown below. Consult the official
statutes whenever a question arises and consult a local attorney for legal advice if needed.
48-249-104. Purposes and powers
(a) Any lawful purpose. Every LLC has the purpose of engaging in any lawful business, unless
a more limited purpose is set forth in its LLC documents. …
48-249-106. LLC name
(a) Name requirements. An LLC name …
(1) Shall contain the words "limited liability company," the abbreviation "L.L.C." or "LLC," ...
[but] the name of an LLC ... shall not contain the word "corporation" or "incorporated", or an
abbreviation of either or both of these words; ...
48-249-109. Registered office and registered agent
(a) Registered office and agent. Each domestic and foreign LLC shall continuously maintain in
this state:
(1) A registered office, which may be the same as any of its places of business; and
(2) A registered agent, who may be an individual who resides in this state, a domestic
corporation, a not-for-profit domestic corporation, a domestic LLC or a domestic registered
limited liability partnership; or a foreign corporation, a not-for-profit foreign corporation, a
foreign LLC or a foreign registered limited liability partnership, in each case authorized to
transact business in this state. The registered agent shall maintain a business office at the same
street address as the registered office.
(b) New registered agent required. If a registered agent resigns or is unable to perform the
required duties, the affected domestic or foreign LLC shall promptly designate another registered
agent, to the end that each domestic LLC and each foreign LLC authorized to transact business
in this state shall at all times have a registered agent in this state.
48-249-114. Personal liability
(a) (1) Limited liability rule. …
(A) The debts, obligations and liabilities of an LLC, whether arising in contract, tort or
otherwise, are solely the debts, obligations and liabilities of the LLC;
(B) A member, holder, director, manager, officer, employee or other agent of an LLC does not
have any personal obligation, and is not otherwise personally liable, for the acts, debts, liabilities
or obligations of the LLC; and
(C) A member, holder, director, manager, officer, employee or other agent of an LLC does not
have any personal obligation, and is not otherwise personally liable, for the acts or omissions of
any other member, holder, manager, officer, director, employee or other agent of the LLC.
(2) Notwithstanding the provisions of subdivisions (a)(1)(B) and (C), a member, holder of
financial rights, director, manager, officer, employee or other agent may be personally liable by
reason of such person's own acts or omissions. ...
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.
Subject to subsection (c), if a delayed effective date, or an occurrence of a future event, is
specified … neither of which may be or may occur more than ninety (90) days from the initial
filing of the articles.
(b) …
(c) Certificate of formation. If the date of formation of the LLC is to be the date of a future
event specified in the articles, the organizers or any member may, within thirty (30) days after
the date the future event occurs, file a certificate of formation that states that the LLC was
formed and that sets forth the date of formation. …
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 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.
…
48-249-203. Operating agreement
(a) General. 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. … 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.
(b) Judicial remedy. A court of equity may enforce an operating agreement …
(c) Single-member LLC. An LLC with a single member may adopt, and, if so, shall be bound
by, an operating agreement between the member and the LLC.
(d) LLC bound. An LLC is bound by the provisions of an operating agreement, even if the LLC
is not a signatory to the agreement.
(e) Binding on subsequent members and holders. The articles or the written provisions of an
operating agreement of an LLC adopted under subsection (a) may provide that the written
provisions of the LLC's operating agreement shall be binding upon a person who thereafter
becomes a member or holder, without executing an existing operating agreement, if the new
member or holder otherwise complies with the conditions for becoming a member or holder, as
set forth in the LLC documents of such LLC.
48-249-401. Management of LLC
(a) Member-managed LLC. In a member-managed LLC:
(1) Each member has equal rights in the management and conduct of the LLC's business; and
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of
the LLC shall be decided by a majority vote of the members.
(b) Manager-managed LLC. In a manager-managed LLC:
(1) Each manager has equal rights in the management and conduct of the LLC's business;
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of
the LLC shall be exclusively decided by the manager, or, if there is more than one (1) manager,
by a majority vote of the managers; and
(3) A manager:
(A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the
members;
(B) Holds office until a successor has been designated, appointed or elected and qualified,
unless the manager sooner resigns or is removed; and
(C) Need not be a member of the LLC.
(c) Director-managed LLC. In a director-managed LLC:
(1) All LLC powers shall be exercised under the authority of, and the business and affairs of the
LLC shall be managed under the direction of, its board of directors;
(2) Except as otherwise provided in subsection (e) or (f), any matter relating to the business of
the LLC shall be exclusively decided by the director, or, if there is more than one (1) director, by
a majority vote of the directors; and
(3) A director:
(A) Shall be designated, appointed, elected, removed, or replaced by a majority vote of the
members;
(B) Holds office until a successor has been designated, appointed or elected and qualified,
unless the director sooner resigns or is removed; and
(C) Need not be a member of the LLC.
(d) President of director-managed LLC. A director-managed LLC shall have a president who is
appointed or elected by a majority vote of the directors and is authorized to act as an agent of the
LLC under § 48-249-402(d).
(e) Delegation. The LLC documents or the members, managers or directors of an LLC, by a
resolution or other writing, may delegate rights and powers to manage and control the business
and affairs of the LLC to one (1) or more officers, agents or employees, who need not be
members of the LLC; provided, that such delegation is reasonable under the circumstances and
made in good faith.
(f) When unanimous consent required. The only matters of an LLC's business requiring the
consent of all of the members are:
(1) The amendment of an LLC's operating agreement, if the LLC documents do not provide for
the method by which the operating agreement may be amended, as provided in § 48-249-204(c);
(2) Any amendment of an LLC's articles of organization that requires approval of all the
members under § 48-249-204(c);
(3) The compromise of an obligation to make a contribution under § 48-249-302(c);
(4) The compromise, as among members, of an obligation of a member to make a contribution
or return money or other property paid or distributed in violation of this chapter;
(5) The admission of a new member, including without limitation by transfer of any of a
member's governance rights to any person not a member, as provided in § 48-249-508(b)(3);
(6) The use of the LLC's property to redeem an interest subject to a charging order; and
(7) An election by an LLC formed prior to January 1, 2006, to be governed by this chapter, as
provided in § 48-249-1002(b).
(g) Proxies. A member or manager may appoint a proxy to vote or otherwise act for the member
or manager, by signing an appointment instrument.
48-249-501. Admission of members
(a) Admission at formation. In connection with the formation of an LLC, a person is admitted
as a member of the LLC upon the later to occur of:
(1) The formation of the LLC under § 48-249-201; or
(2) The time provided in and upon compliance with the LLC documents, or, if the LLC
documents do not so provide, the time at which the person's admission is reflected in the records
of the LLC.
(b) Admission after formation. After an LLC is formed, all members shall approve the
admission of a new person as a member, the membership interest of such person and the
contribution of such person. All consents under this subsection (b) may be unreasonably
withheld and are in the sole discretion of the members.
(c) Single member LLCs. An LLC may have one (1) or more members.
* * *
Forms List
The following forms are available for download with this package.
TN-NAMERESV-LLC: Application for Reservation of Entity Name
TN-00LLCT: Articles of Organization & Request for Copy
TN-LLC-TL: Sample Transmittal Letter
TN-00LLC-1: Sample Operating Agreement (Multi-Member LLC)
TN-00LLC-2: Sample Operating Arrangement (Single-Member LLC)
US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions
TN-2222LLC: Sample LLC Notices & Resolutions
Instructions on using the forms are either included with the forms and/or found in the Steps to
form LLC section, below.
* * *
Notes on Downloading the Forms
In order that we can provide you with the most up to date forms at all times, all forms are located
on our servers for you to down load, complete and print. Downloading instructions are provided
and we will assist if you have any problems.
From the the download page, the easiest procedure to download the forms is to right click on the
form links and select “save target as” to save each form to your hard drive.
You will have six days during which you can return to the forms download page to download the
forms again if needed. You are advised to save the forms to your computer as soon as possible to
avoid any problem with the six day limit.
* * *
Notes on Completing the Forms
The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word
(“.doc”) format.
If available in .pdf format, the forms will contain “fillable” blanks which you can type directly
into, and print. However, you can still print the form and fill in with a typewriter or by hand if
you desire.
If available in .doc format, the forms may contain “form fields” created using Microsoft Word.
“Form fields” facilitate completion of the forms using your computer. They do not limit you
ability to print the form “in blank” and complete with a typewriter or by hand. To complete the
forms click on the gray shaded areas and type the information. For the separation agreement
complete the gray shaded areas and also make any other changes or additions to resolve all
issues.
If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then
select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that
resembles a shaded letter “a”. Click in this button and the form fields, if present, will become
visible. If there are no form fields, just type into the document, underlining if necessary, to
complete the form.
Some forms may be “locked” which means that the content of the forms cannot be changed
unless the form is unlocked. You can only fill in the information in the fields. If you need to
make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the
form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU
BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU
HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL
INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu
bar and then selecting “unprotect document”. You may then be prompted to enter a password. If
so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After
you make the changes relock the document before you begin to complete the fields. After any
required changes relock the form, then click on the first form field and enter the required
information. You will be able to navigate through the document from form field to form field
using your tab key. Tab to a form field and insert your data.
If you experience problems, please let us know.
* * *
Steps to form LLC
Step 1: See FORM: TN-NAMERESV-LLC
APPLICATION FOR RESERVATION OF NAME
It is recommended that you reserve a LLC name in order to assure that your
Articles of Organization are not rejected because the name you have selected is
not available. This is done using the LLC name reservation form herein (see
download page).
You may skip this step and go to Step 2, but if the name you have selected is
not available, the Articles of Organization will be rejected and returned to
you.
The Application for Reservation of LLC Name MUST by typewritten or
printed legibly in black ink.
Enter the LLC name you want to reserve.
Provide the name and address of the Applicant.
Provide the date.
If the Applicant is a business, provide the information requested. If the
Applicant is an individual, provide that information.
File the original and one copy of the Application.
The filing fee is $20.00.
A name may be reserved for a period of 4 months. A name reservation may
be renewed upon the expiration of the 4 month period.
A preliminary check for name availability can be made by telephoning the
Division of Business Services at 615-741-2286. This preliminary check is not
a statutory requirement, does not guarantee that the name will be deemed
distinguishable at the time of filing, and does not convey any rights to the use
of the name.
Mail the original and one copy of the Application for Reservation of Limited
Liability Company Name along with the $20.00 filing fee (Make check payable
to the Secretary of State) to:
State of Tennessee
Department of State
Corporate Filing Services
312 Rosa L. Parks Av.
6 th
Floor, William R. Snodgrass Tower
Nashville, TN 37243
Telephone: 615-741-2286
Step 2: See FORM: TN-00LLCT
ARTICLES OF ORGANIZATION and REQUEST FOR COPY
Once you have reserved the company name, or if you have chosen to proceed
without reserving a name, you are ready to complete the Articles of Organization.
Download the Articles of Organization and complete the form.
The filing fee for the Articles of Organization is $50 per member of the LLC,
$300.00 minimum , $3000.00 maximum.
File the Original and one copy.
Complete the “REQUEST FOR COPY OF DOCUMENTS” form and include
with your Articles of Organization for filing. Request at least one certified copy of
the Articles of Organization for your records. Include a check for $20.00 PER
COPY requested (make check payable to Secretary of State).
Step 3: Mail or deliver the original and one copy of the ARTICLES OF
ORGANIZATION (and the REQUEST FOR COPY) and the appropriate
filing fee (make check payable to Secretary of State) to:
State of Tennessee
Department of State
Corporate Filing Services
312 Rosa L. Parks Av.
6 th
Floor, William R. Snodgrass Tower
Nashville, TN 37243
Telephone: 615-741-2286
A sample cover letter to send with the Articles of Organization is included in this
packet.
See FORM: TN-LLC-TL
SAMPLE TRANSMITTAL LETTER
Step 4: Complete an Operating Agreement.
See FORM: TN-00LLC-1
SAMPLE OPERATING AGREEMENT (MULTI-MEMBER LLC)
For a single-member LLC,
See FORM: TN-00LLC-2
SAMPLE OPERATING ARRANGEMENT (SINGLE-MEMBER LLC)
Step 5: Apply for a Federal Tax Identification Number. This is done with form US-IRS-
SS-4. Mail to your regional IRS office.
See Supplemental Form: US-IRS-SS-4
FEDERAL TAX ID APPLICATION AND INSTRUCIONS
Step 6: Open a bank account and conduct business.
Step 7: Maintain records required by statute, file annual reports as appropriate.
48-249-406 - Required records
An LLC shall keep, at its principal executive office or at another place or places
within the United States determined by the members of a member-managed LLC,
the managers of a manager-managed LLC, or the directors of a director-managed
LLC:
(1) A current list of the full name and last known business, residence or mailing
address of each member, each manager or director, as applicable, and each
officer, if any, of the LLC, together with the taxpayer identification number of
each member of the LLC;
(2) A current list of the full name and last known business, residence or mailing
address of each holder of financial rights of the LLC, and a description of the
financial rights held, together with the taxpayer identification number of each
holder of financial rights of the LLC;
(3) A copy of the articles of the LLC and all amendments to the articles;
(4) A copy of any currently effective written operating agreement of the LLC;
(5) Copies of the LLC's federal, state and local income tax returns and reports, if
any, for the three (3) most recent years;
(6) Financial information sufficient to provide true and full information regarding
the status of the business and financial condition of the LLC for the three (3) most
recent fiscal years;
(7) Records of all proceedings of the members and of the holders, if any, of the
LLC;
(8) Any written consents obtained from the members or from the holders, if any,
of the LLC;
(9) Records of all proceedings of the managers or board of directors, as
applicable, of the LLC for the last three (3) years;
(10) A statement of all contributions accepted by the LLC under § 48-249-301,
the identity of the contributor and the agreed value of each contribution;
(11) A copy of all contribution agreements created under § 48-249-301 to which
the LLC is bound; and
(12) A copy of the LLC's most recent annual report filed with the secretary of
state under § 48-249-1017.
48-249-1017. Annual report for secretary of state
(a) Required contents. Each domestic LLC and each foreign LLC authorized to
transact business in this state shall file with the secretary of state an annual report
that sets forth the following:
(1) The name of the domestic or foreign LLC and the jurisdiction under the laws
of which it is formed;
(2) The street address and zip code of its registered office and the name of its
registered agent at that office in this state;
(3) The street address, including the zip code, of its principal executive office;
(4) If the domestic or foreign LLC is a director-managed LLC or a manager-
managed LLC, or its equivalent, the names and business addresses, including the
zip code, of its directors or managers, or their equivalents, as applicable;
(5) The names and business addresses, including the zip code, of its officers, or
their equivalents, if any;
(6) The federal employer identification number (FEIN) of the domestic or foreign
LLC, or if such number has not been obtained, a representation that it has been
applied for; and
(7) If the domestic or foreign LLC will have more than six (6) members as of the
date the annual report is executed on behalf of the domestic or foreign LLC, the
number of members of the domestic or foreign LLC as of the date the annual
report is executed on behalf of the domestic or foreign LLC.
(b) Information to be current. Information in the annual report shall be current as
of the date the annual report is executed on behalf of the domestic or foreign LLC.
An annual report of a domestic LLC that sets forth a change of the principal
executive office of the domestic LLC shall be deemed to be an amendment to the
articles of organization of the domestic LLC, and the domestic LLC shall not be
required to take any further action to amend the articles of organization of the
domestic LLC under § 48-249-204(a) with respect to such amendment. An annual
report of a foreign LLC that sets forth a change of the principal executive office
of the foreign LLC shall be deemed to be an amendment to the certificate of
authority of the foreign LLC, and the foreign LLC shall not be required to take
any further action to amend the certificate of authority of the foreign LLC under §
48-249-906 with respect to such amendment. An annual report of a domestic or
foreign LLC that sets forth a change of the registered office or registered agent of
the domestic or foreign LLC shall be deemed to be a statement of change for
purposes of § 48-249-110(a), and the domestic or foreign LLC shall not be
required to take any further action under § 48-249-110(a) with respect to such
change.
(c) Filing date. Each domestic LLC and each foreign LLC authorized to transact
business in this state shall file the 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
domestic or foreign LLC's fiscal year.
Ongoing: Sample Notices and Resolutions are provided for your convenience.
See FORM: TN-2222LLC
Sample LLC Notices & Resolutions
* * *
Accessories
U. S. Legal Forms, Inc. offers the following LLC accessories:
LLC Seal:
If you would like to order a LLC seal call U.S. Legal Forms, Inc. at (601)
825-0382. Engraved with your company name: $24.95 plus shipping, or see
http://www.uslegalbookstore.com/officeproducts/
Imprinted (or blank) Lithographed LLC Membership Certificates:
Preview
Order for your state
* * *
SAMPLE OWNERSHIP LEDGER
and
SIMPLE MEMBERSHIP CERTIFICATE
Ownership Ledger
Name and Residence
Address of LLC
Member Date of
Transfer %
Ownership Amount Paid Subsequen
t Transfer
Membership Certifcate
No. _____ LIMITED LIABILITY COMPANY- STATE OF TENNESSEE
Percentage: ___
This Certifcate certifes that ____________________________, is a true
and lawful owner of ____ percent ownership of
______________________________, a Tennessee Limited Liability
Company. Such ownership interest is only transferable in
accordance with the Operating Agreement between the Members.
This certifcate is issued by the Company by its duly
authorized ofcers on this the ____ day of _________,
20___.
__________________ ___________________
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