Tennessee: Domestic LLC Formation Filing Requirements

Requirements one by one

Governing law and filing record

Tennessee uses Articles of Organization under the Tennessee Revised Limited
Liability Company Act. One or more organizers file the articles with the
Secretary of State under Tenn. Code Ann. § 48-249-201.

Organizer and signature

The statute permits one or more persons to act as organizers and does not make
membership a condition. Section 48-249-1005 permits an authorized representative
to execute a filing, but requires the signer to sign and state the signer's name
and capacity. Current Form SS-4270 requires the organizer's signature, date, and
printed or typed name.

Required entity and purpose terms

The name needs an LLC designator, must be distinguishable in the Secretary's
records, and cannot use corporation wording. Every LLC has a lawful-business
purpose unless its LLC documents narrow it, so the articles do not need a
general lawful-purpose clause.

The current form instead asks for up to three NAICS business codes and
descriptions, a fiscal year-end month, and any limited duration. It defaults the
fiscal month to December if omitted and treats duration as perpetual unless a
specific end is selected.

Addresses and service fields

The articles state the principal executive office street address and county,
plus a mailing address if different. SS-4270 also requires the LLC's business
email. The registered-agent field requires the agent's name, Tennessee street
address, city, ZIP, county, and email; a P.O. box does not satisfy the principal
or registered-office street field.

Management and owner disclosure

The filing chooses member-managed, manager-managed, or director-managed.
The current form asks for the exact member count because that count sets the
fee. Ordinary articles do not list member, manager, director, or beneficial-owner
names merely because those people hold those roles.

Optional and restricted provisions

Tenn. Code Ann. § 48-249-202 permits lawful management and internal-affairs clauses,
limited duration, a future date or event, a Tennessee-business prohibition,
and narrow director-liability limits. The articles cannot vary the matters that
§ 48-249-205(b) makes nonwaivable. If the articles conflict with the operating
agreement on other matters, the articles control.

Filing method, fee, and attachments

The base formula in § 48-249-1007(d) is $50 per member, with a $300
minimum and $3,000 maximum. SS-4270 may be e-filed, mailed, or delivered at the walk-in counter.
Electronic and in-person card or e-check payments carry a convenience fee.

An ordinary filing has no mandatory addendum. Choosing an indistinguishable
name or obligated-member status triggers the specific consent application or
signed addendum described in the form instructions.

Formation and effective date

The LLC normally forms when the articles are filed. It may instead form on a
stated future date or the occurrence of a described event, but neither may be
more than 90 days after initial filing. Filing is conclusive proof of the
formation conditions for a filing-date or stated-date formation, except in the
listed state proceedings.

Publication and initial follow-up

Tennessee requires no newspaper or database publication and no separate initial
report for an ordinary LLC.

A future-event filing has a special proof option. An organizer or member may
file a Certificate of Formation within 30 days after the event. If none is filed
within 120 days after the articles, § 48-249-201(c) creates a rebuttable
presumption that formation occurred on day 90.

What trips people up

The fee uses member count, not manager count. Six or fewer members still
cost the $300 minimum; seven members cost $350, and the cap is $3,000.

The current form asks for more than the older statutory core list. Section
48-249-202(a)(10) permits additional Secretary-required information. Current
SS-4270 uses that authority for business and agent emails, fiscal month, NAICS
codes, and an exact member count.

A delayed event is not the same as a delayed date. The event route creates
the optional post-event certificate and the day-120/day-90 presumption. A stated
calendar date does not use that proof sequence.

Common questions

Must the organizer own the LLC? No. The formation provision authorizes one
or more persons to act as organizers without requiring member status.

Does Tennessee require manager names in the articles? No. The articles
select the management model but do not list the managers for an ordinary LLC.

Is the annual report filed with the articles? No. It is a later recurring
filing due under the LLC's fiscal-year schedule and is covered separately.

Statutes and sources

• Tenn. Code Ann. §§ 48-249-104, -106, and -201 to -202 — lawful purpose,
  name, organizers, required and optional article terms, formation, and the
  future-event proof rule.
  https://unicourt.github.io/cic-code-tn/transforms/tn/octn/r76/gov.tn.tca.title.48.html#t48c249s48-249-201
  (accessed 2026-07-29)
• Tenn. Code Ann. §§ 48-249-1005 and -1007(d) — signer requirements and
  member-based filing fee.
  https://publications.tnsosfiles.com/acts/104/pub/pc0286.pdf (accessed
  2026-07-29)
• Tennessee Secretary of State, Form SS-4270 (Rev. 01/25) — current filing
  routes, public fields, fee instructions, optional attachments, and signature.
  https://sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4270%20LLC_0.pdf
  (accessed 2026-07-29)