One or more individuals may act as organizer(s) of an LLC by filing articles of organization with the Division of Business Services. Unless a delayed effective date is specified, the LLC is formed and its existence begins on the date that articles are filed with the Division of Business Services. The file date is the date the articles are received and officially date and time stamped by the Division of Business Services, regardless of the method of delivery.
An LLC engaging in a business that is subject to regulation under another Tennessee statute may organize under the provisions of the Tennessee Limited Liability Company Act only if permitted by, and subject to all limitations of the other statute.
As part of the organization process, a name for the new LLC must be chosen first. An LLC name must contain the words "limited liability company" or the abbreviation "L.L.C.," or "LLC," or words or abbreviations of like import in another language (provided they are written in roman characters or letters). In the case of a foreign LLC, the name may contain instead the designations allowed by the jurisdiction in which the foreign LLC was formed or organized.
The name of an LLC or foreign LLC cannot contain the word "corporation" or "incorporated" or an abbreviation of either or both of these words.
An LLC's name must be distinguishable from any other name on file with the Division of Business Services. The name must be distinguishable from the names of other existing Tennessee limited liability companies, corporations, both for-profit and nonprofit, limited partnerships, limited liability partnerships, assumed names and any name that has been reserved or registered for use in this State.
The Division of Business Services reviews a proposed LLC name only to determine whether the name is distinguishable on its face from all other active, reserved and registered names on record in its corporate management database and satisfies the filing requirements under the Tennessee Limited Liability Company Act. The Division's action in determining name distinguishability is ministerial and does not serve to insure, regulate or license the use of such a name.
In general, a name is distinguishable from other names if it contains one or more different letters, and/or words, or it has a different sequence of letters and/or words, from all other active, reserved and registered names in the Division's corporate management system database. Differences between singular and plural forms of words are distinguishing.
A name is not distinguishable by using required ending words such as "incorporated," "corporation," "company," "limited," "limited liability company," "limited partnership," "limited liability partnership" or abbreviations of such words.
A name is not distinguishable by differences in punctuation or capitalization, or the presence or absence of articles, conjunctions or prepositions as symbols or words (including "the," "a," "and," "of," "in," "at" and "plus").
In determining whether a name is distinguishable on its face from other names, the Division of Business Services compares the proposed name to other names listed in its corporate management system database, and makes no review of other databases, such as state and federal trademarks.
In determining whether a name is distinguishable on its face from other names, and in determining whether an LLC name satisfies the filing requirements under the Tennessee Limited Liability Company Act, the Division of Business Services makes no determination as to whether the use of a name constitutes unfair competition, unfair trade practice, or name infringement with other businesses already in existence.
A preliminary check for name availability needs to be made by using the Business Name Availability. 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.
An applicant can request to use a name that is not distinguishable from the name used by an existing business under the following circumstances:
If the proposed LLC name meets the name requirements as per the Code and is available, the name is reserved for the applicant's exclusive use for a period of four calendar months. At the end of four months, the same party or any other party may apply to reserve the same name.
The Division of Business Services provides form #SS-4228 for an application for reservation of name. The filing fee for reserving, transferring or canceling a name is $20.00.
ARTICLES OF ORGANIZATION
The articles of organization are sometimes referred to as "articles" and set forth following items for an individual or a group of individuals to form an LLC:
The articles of organization may set forth other items such as
The articles need not set forth any of the general LLC powers provided in the Tennessee Limited Liability Company Act.
If the effective date of formation of the LLC is later than the date of filing of the initial articles of organization, the organizers or any member may, within thirty days after the date of actual formation, file with the Division of Business Services a certificate of formation that states that the LLC was formed and the date of formation.
If a certificate of formation is not filed within one hundred twenty days from the date of initial filing of the articles, the presumed effective date of the formation is the ninetieth day following the date of filing of the articles.
As a general rule, the filing of the articles of organization (and the filing of a
certificate of formation, if applicable) with the Division of Business Services is conclusive proof that the organizers satisfied all conditions precedent to formation, except in a proceeding by the State to cancel or revoke the formation or existence of the LLC or to dissolve the LLC involuntarily.
The Division of Business Services provides form #SS-4449 for filing articles of organization, and form #SS-4232 for filing a certificate of formation.