Incorporate in Tennessee

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Form Your Tennessee LIMITED LIABILITY COMPANY (LLC)

Start setting up your Tennessee LLC now - without any obligation. Save all of your LLC formation information until you’re ready to order.

MaxFilings competitive pricing is simple and straight forward - it includes all Tennessee fees and other charges. There are absolutely no “hidden charges” to surprise you later.

Articles of organization must be filed with Tennessee to form a Tennessee LLC. While an operating agreement does not have to be filed, it is an important document that you should have, setting forth the members’ rights and responsibilities, their share of ownership, their voting rights, their shares of profits and losses and their distribution rights, all of which can be different and without regard to their capital contribution. One or more managers make management decisions and “run the business” for the inactive members.

As the name “LLC” implies, a Tennessee LLC provides the same limited liability for its members as does a corporation. Members enjoy limited liability for the debts, obligations and liabilities incurred by the business as well as liability stemming from possible legal action. Normally, members cannot lose more than the amount they invested in the LLC. If the LLC goes bankrupt, the members will not be liable for its debts. Should someone sue the LLC and it is found liable, they can take the LLC’s property to satisfy the judgment but if that property does not satisfy the judgment, they will not be able to take a member’s personal assets, i.e. home, car, or bank account. Protection of members’ personal assets is a major advantage of a Tennessee LLC. There are exceptions to members’ limited liability to keep in mind. For example an exception to a member's limited liability occurs when the LLC has recklessly harmed people or has been used to perpetuate a fraud.

Tennessee LLC Taxation

A Tennessee LLC can choose to be taxed as a corporation or choose the pass through tax structure of proprietorships, partnerships and S Corporations. Also, the distribution of profits and losses can differ from members’ share of ownership. While a Tennessee LLC and a Tennessee S Corporation are essentially alike, an LLC is much more flexible and is easier and less complicated to operate than a corporation.

Why Form a Tennessee LLC?

For those who want the same limited liability as a corporation but without the formal structure and more cumbersome ongoing requirements, a Tennessee LLC’s flexibility and simplicity offer a distinct advantage over a corporation. A Tennessee S Corporation does, however, offer the advantage of allowing owners to minimize self employment taxes.

MaxFilings can help you form your Tennessee LLC. Start setting up your LLC now >>

Some Points to Consider When Forming a Tennessee LLC

• Official documents must be filed with Tennessee in order to form a Tennessee LLC and state filing fees must be paid
• A Tennessee LLC is considered by the law to be an individual entity separate from its members and managers
• A Tennessee LLC can generally conduct any lawful business
• There are fewer required formal reports and less paperwork for Tennessee LLC’s than for corporations

Limited Liability

• Tennessee LLC members and managers normally enjoy the same limited liability as do the shareholders, directors and officers of a corporation and can lose no more than the amount of their contribution to the LLC
• Protection of members’ personal assets is a major advantage of a Tennessee LLC
• As with corporations, there are exceptions to the limited liability where an LLC’s members and managers can be held liable

Taxation

• A Tennessee LLC can choose to be taxed as a corporation or choose the pass through tax structure of proprietorships, partnerships and S Corporations

Members & Employees

• Members of a Tennessee LLC can be divided into as many classes as desired, regardless of their capital contribution and each class can have different voting rights, different shares of profits and losses, and different distribution rights
• Employees would frequently rather work for an LLC than for a sole proprietorship or partnership
• A Tennessee LLC can be managed by its members or by managers
• Tennessee LLCs  can have an unlimited number of members
• Corporations, partnerships and trusts can be members of a Tennessee LLC

Public Perception

• The general public normally thinks of LLC’s as being more substantial than sole proprietorships and partnerships

This information is not an attempt to present all you should know when forming an LLC in Tennessee but rather to present just some of the basic information about Tennessee LLCs. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified. And, as always, you should seek the advice of qualified professionals who are familiar with your circumstances as well as applicable federal and Tennessee laws.  

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