Domestic LLC Formation Filing Requirements in Tennessee

At a glance

Requirements one by one

Governing law and filing record

Tennessee uses Articles of Organization under the Tennessee Revised Limited Liability Company Act, as named by Tenn. Code Ann. § 48-249-101. 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)