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Blank Tennessee Articles Organization PDF Form

The Tennessee Articles Organization form is a crucial document for establishing a Limited Liability Company (LLC) in Tennessee. This form outlines essential details about the LLC, such as its name, registered agent, and management structure. Completing this form accurately is vital to ensure your LLC is properly recognized by the state.

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The Tennessee Articles of Organization form, designated as SS-4270, serves as a foundational document for establishing a Limited Liability Company (LLC) in the state. This form outlines essential information required for registration, including the LLC's name, registered agent, and principal office address. To ensure compliance with Tennessee law, the name must adhere to specific naming conventions, and applicants may need to obtain consent if their chosen name is similar to an existing business. The form also requires details about the management structure of the LLC, whether it will be member-managed, manager-managed, or director-managed. Additionally, applicants must indicate the number of members at the time of filing and specify the fiscal year close month. A unique feature of this form is the option to delay the effective date of the LLC's formation, allowing for future planning. The Articles of Organization must be completed accurately; otherwise, they risk rejection. Filing methods are flexible, offering options for online submission, print and mail, or in-person delivery. Each method has associated fees, which vary based on the number of members and specific designations such as non-profit or professional status. Understanding these components is crucial for anyone looking to navigate the formation of an LLC in Tennessee successfully.

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Common mistakes

Filling out the Tennessee Articles of Organization form can be straightforward, but many people make common mistakes that can lead to delays or rejections. One major error is failing to provide a valid name for the Limited Liability Company (LLC). The name must comply with Tennessee law, including the requirement to include "Limited Liability Company," "LLC," or "L.L.C." If the name doesn’t meet these criteria, the application will be rejected.

Another frequent mistake is neglecting to secure name consent when attempting to use a name similar to an existing business. If the name is not distinguishable, you must check the appropriate box and submit an additional application along with a $20 fee. Skipping this step can cause your application to be returned.

Many applicants also forget to include the registered agent's address. This address must be a physical location in Tennessee, not a P.O. Box. If the address is not deliverable according to USPS standards, the form will be rejected. It's essential to double-check the address for accuracy.

Another common oversight involves the fiscal year close month. If you do not specify this month, the state will default it to December. This might not align with your business plans and could lead to complications with annual reporting.

People often overlook the effective date section. If you want the LLC to start on a specific date, you must indicate that. The date cannot exceed 90 days from the filing date. Failing to provide this information can result in the LLC starting immediately, which may not be your intention.

Some applicants forget to indicate whether the LLC will be member-managed, manager-managed, or director-managed. This selection is crucial for the operational structure of the company and must be clearly marked on the form.

Additionally, not stating the number of members at the time of filing can lead to issues. If left blank, the state will assume there is only one member, which may not reflect your actual business structure.

When it comes to the principal executive office address, ensure it is accurate and deliverable. Like the registered agent's address, a P.O. Box is not acceptable here. Incorrect addresses can lead to rejection of the application.

Another mistake is not checking the appropriate boxes for any special designations, such as Non-Profit LLC or Professional LLC. If you indicate one of these designations in section 3 but fail to check the corresponding box, your application may be incomplete.

Finally, failing to sign and date the application is a critical error. Without a signature, the application will be rejected. Ensure that you also print your name and title clearly, and indicate your capacity if you are not signing in your individual capacity.

Instructions on Utilizing Tennessee Articles Organization

After completing the Tennessee Articles of Organization form, you will need to submit it along with the required filing fee to the Secretary of State's office. Ensure that all information is accurate and complete to avoid rejection of your application.

  1. Visit the Tennessee Secretary of State's website to access the Articles of Organization form.
  2. Enter the name of your Limited Liability Company (LLC) in the designated field. Ensure it meets the naming requirements.
  3. If applicable, check the box for name consent if your proposed name is indistinguishable from an existing business name.
  4. Specify any additional designation for your LLC, if applicable.
  5. Provide the name and complete address of the LLC’s initial registered agent and office in Tennessee.
  6. Indicate the fiscal year close month for your LLC.
  7. If the LLC's existence is to begin on a future date, enter that date and time.
  8. Select whether the LLC will be Member Managed, Manager Managed, or Director Managed.
  9. Enter the number of members in the LLC at the time of filing.
  10. Indicate if the LLC is perpetual or has a specific end date.
  11. Provide the complete address of the LLC’s principal executive office.
  12. If different from the principal office, enter the complete mailing address of the entity.
  13. If applicable, check the box certifying that the LLC is a Non-Profit LLC.
  14. If applicable, check the box certifying that the LLC is a Professional LLC and specify the licensed profession.
  15. If applicable, check the box certifying that the LLC is a Series LLC.
  16. If applicable, check the box to register as an Obligated Member Entity and enter the effective date.
  17. If applicable, check the box if the LLC is prohibited from doing business in Tennessee.
  18. Use the optional section to include any other provisions or details about the LLC.
  19. Sign and date the form, ensuring to print your name and indicate your capacity if signing on behalf of another.
  20. Prepare the filing fee, ensuring it is made out to the Tennessee Secretary of State.

Dos and Don'ts

When filling out the Tennessee Articles of Organization form, consider the following do's and don'ts:

  • Do ensure that all information is accurate and complete. Incomplete or incorrect forms will be rejected.
  • Do verify that the LLC name meets the requirements set forth in T.C.A. § 48-249-106.
  • Do provide a physical address for the registered agent; a P.O. Box is not acceptable.
  • Do include the correct filing fee. Double-check that the payment is made out to the Tennessee Secretary of State.
  • Do sign and date the application. An unsigned form will lead to rejection.
  • Don't use a name that is indistinguishable from an existing business without obtaining name consent.
  • Don't leave out the fiscal year close month; if omitted, it defaults to December.
  • Don't forget to indicate the management structure of the LLC (Member Managed, Manager Managed, or Director Managed).
  • Don't submit a mailing address that cannot be verified by the United States Postal Service.
  • Don't neglect to check the appropriate boxes for any special designations, such as Non-Profit or Professional LLC.

Documents used along the form

The Tennessee Articles of Organization form is a crucial document for establishing a Limited Liability Company (LLC) in Tennessee. In addition to this form, several other documents are often required or beneficial during the formation and operation of an LLC. Below is a list of related forms and documents that may be needed.

  • Operating Agreement: This internal document outlines the management structure and operating procedures of the LLC. It details the rights and responsibilities of members, how profits and losses will be distributed, and how decisions will be made. Although not required by law, having an operating agreement is highly recommended to prevent misunderstandings among members.
  • Notary Acknowledgement form: Completing the required documents, including the Notary Acknowledgement form, is essential for verifying signatures and ensuring legal recognition.
  • Employer Identification Number (EIN): An EIN is a unique identifier assigned by the IRS for tax purposes. Most LLCs need an EIN to hire employees, open a business bank account, and file taxes. Applying for an EIN is free and can be done online through the IRS website.
  • Annual Report: After forming an LLC, Tennessee requires the submission of an annual report to maintain good standing. This report updates the state on the LLC’s business activities and any changes in its structure or management. It is due on the first day of the fourth month following the end of the fiscal year.
  • Consent to Use of Indistinguishable Name: If an LLC wishes to use a name that is similar to an existing business, it must obtain consent from that business. This document is submitted alongside the Articles of Organization to ensure compliance with naming regulations.
  • Obligated Member Entity Addendum: If the LLC is electing to register as an Obligated Member Entity, this addendum must be completed and submitted with the Articles of Organization. It includes a list of obligated members and their signatures, acknowledging their personal liability for the LLC’s debts.

Understanding these documents can simplify the process of forming and maintaining an LLC in Tennessee. Each serves a specific purpose and contributes to the legal and operational framework of the business. Proper preparation and submission of these forms will help ensure compliance with state regulations.

Misconceptions

  • Misconception 1: The Articles of Organization can be submitted without a filing fee.
  • The filing fee is mandatory for the Articles of Organization. It is calculated based on the number of members, with a minimum fee of $300.00 and a maximum fee of $3,000.00. Applications submitted without the proper fee will be rejected.

  • Misconception 2: A post office box can be used as the registered office address.
  • A post office box is not acceptable for the registered agent or office address. The address must be a physical location that can be verified by the United States Postal Service.

  • Misconception 3: The name of the LLC does not need to comply with state regulations.
  • The name of the LLC must meet specific requirements outlined in T.C.A. § 48-249-106. It must include the words “Limited Liability Company” or the abbreviations “LLC” or “L.L.C.”

  • Misconception 4: Filing online is the only option for submitting the Articles of Organization.
  • Applicants have multiple options for filing, including e-filing, print and mail, paper submission, and walk-in submissions. Each method has specific instructions and may incur different fees.

  • Misconception 5: The Articles of Organization can be filed with incomplete information.
  • Forms that are inaccurate, incomplete, or illegible will be rejected. All required sections must be fully completed to ensure acceptance.

  • Misconception 6: The LLC's existence can begin at any time after filing.
  • If the LLC is not to be effective upon filing, a delayed effective date must be specified. This date cannot exceed ninety calendar days from the filing date.

Document Breakdown

Fact Name Description
Form Title The official title of the form is "Articles of Organization Limited Liability Company" (Form SS-4270).
Filing Methods Applicants can file online, print and mail, submit paper applications, or file in person at the Secretary of State’s office.
Filing Fee The fee is $50.00 per member, with a minimum of $300.00 and a maximum of $3,000.00.
Governing Law The Articles of Organization are governed by the Tennessee Revised Limited Liability Company Act, specifically T.C.A. § 48-249-202.
Name Requirements The LLC name must include "Limited Liability Company," "LLC," or "L.L.C." as per T.C.A. § 48-249-106.
Registered Agent A registered agent must have a physical address in Tennessee and cannot use a P.O. Box.
Fiscal Year LLCs must indicate their fiscal year close month; otherwise, December will be the default.
Delayed Effective Date If applicable, the LLC can specify a delayed effective date, not exceeding 90 days from filing.
Signature Requirement The form must be signed and dated by the applicant; failure to do so will result in rejection.

Frequently Asked Questions

What is the purpose of the Tennessee Articles Organization form?

The Tennessee Articles Organization form is used to officially establish a Limited Liability Company (LLC) in the state of Tennessee. This form outlines essential details about the LLC, such as its name, registered agent, and management structure. Filing this document with the Secretary of State is a critical step in creating a legal entity that can conduct business in Tennessee.

How can I submit the Articles of Organization?

You have several options for submitting the Articles of Organization. You can file online through the Tennessee Business Services website, which allows for payment by credit or debit card. Alternatively, you can print the completed application and mail it to the Secretary of State's office. If you prefer, you can also obtain a blank application to fill out by hand and submit it by mail. Lastly, you can visit the Secretary of State’s office in person to file your application. Each method has specific instructions and may involve different fees.

What are the filing fees associated with the Articles of Organization?

The filing fee for the Articles of Organization is $50.00 per member of the LLC at the time of filing. However, there is a minimum fee of $300.00 and a maximum fee of $3,000.00. If the LLC is prohibited from doing business in Tennessee, the fee is a flat $300.00, regardless of the number of members. It is important to ensure that the payment is made correctly, as applications submitted without the proper fee will be rejected.

What information is required on the Articles of Organization?

The Articles of Organization require several pieces of information, including the LLC's name, the name and address of the initial registered agent, the management structure, and the number of members at the time of filing. You must also indicate whether the LLC is perpetual or has a specific end date. Other optional provisions can be included to provide additional details about the LLC. Ensure that all information is accurate and complete to avoid rejection of the application.