Forming a tennessee limited liability company tn llc may seem like a simple task, but there is more to it than filing articles of organization with the secretary of state. The registered agent on file for this company is 4ere holdings llc, a series llc and is located at 215 franklin st, clarksville, tn 370403419. A series is a separate entity under law but does not require a separate entity filing with the state or a separate tax return. Foreign business the business is already in existence outside of tennessee. Map and data highlight tennessee s progress on student achievement. What is a series llc a series llc is a unique form of limited liability company llc in which the articles of formation specifically allow for unlimited segregation of membership interests, assets, and operations into independent series. File documents to form or register a new business with the tennessee secretary of state.
Business services division tre hargett, secretary of state state of tennessee. If you want to start your own business in tennessee, one of the best ways to do so is by forming a tennessee llc with the secretary of state. Each individual series may secure contracts, own property, sue, and be sued without affecting the other series under the series llc. In delaware, the law states a series limited liability company may be created using individual series of membership interests. Domestic tennessee business i am forming a new business entity which originates in tennessee. Again, the requirements vary depending on the jurisdiction. A series llc is a type of llc allowed in 9 states utah, nevada, illinois, texas, delaware, iowa, oklahoma, tennessee, and wisconsin that provide liability protection to each series. How to start an llc in tennessee formation, filing, fees. Most significant about the series llc is the liability protection it provides. When choosing your tennessee llc name, you have to follow certain requirements. The treasury departments proposed series llc classification regulations noted above were a significant factor in the departments consideration of this issue. This is called a series llc, and its often used as an asset protection device that, in some states, saves the formation fees and the hassle of creating multiple llcs for.
Series llcs generally sllc provisions in limited liability company llc statutes permit the formation of one or more internal, independent series8 within an llc. Another downside is that the tennessee law, unlike delawares series llc act, does not specifically state that each series can in and of itself hold real estate, so some title insurance companies will not insure property held that way. The series llc everything you need to know about the sllc. A series llc is the latest and by far most sophisticated form of business entity created. Chapter 249 tennessee revised limited liability company. It is not enough to merely file the amendment to the articles of organization with the secretary of state. The following is a list of five things that are commonly overlooked when forming a tn llc.
A regular llc isnt the only choice for starting a limited liability corporation. A subscription will need to be purchased for each llc in the. Tennessee code 48249309 series of members, holders. Another significant question mark is what happens if the series llc andor a series does business in a state other than its formation state, particularly if it is a state that does not authorize the formation of series llcs or address the qualification of foreign series llcs. An initiative to transform our state through service. The series llc is a special type of limited liability company available in some us states. If this is a limited liability company, choose all that apply.
Converting your existing llc to a series llc primarily depends on whether your states llc laws allow a series llc. As of january 2011, only eight states allow the formation of a series llc. State statutes governing series llcs also remain in flux. In tennessee, a series llc can be formed by simply checking a box on the entity formation formso one state filing is all you need to create a. Different members and managers might run each series, and their rights and responsibilities might vary from series to series. How beneficial your llc structure is to you depends heavily on the state where it is formed.
Limited liability companies tennessee secretary of state. The llc documents may establish, or provide for the establishment of, one 1 or more designated series of members, holders, managers, directors, membership interests or financial rights having separate rights, powers or duties, with respect to specified property or obligations of the llc, or profits and losses associated with specified property or. Forming a limited liability company, or llc, is a good way to shield your personal assets from the debts and obligations of your companys business. The master llc and each series must therefore determine its tax classification for franchise and excise tax purposes as though it were a separate limited liability company.
Certain types of businesses in certain states can take advantage of a business type called the series llc. Application for registration tennessee state government. For franchise and excise tax, the master llc and each series will generally be. As of april 2019, here are the states where you can register a series llc. When forming a company, business formers have a choice of jurisdictions. Form or register a limited liability company tennessee. A series llc is a unique form of limited liability company llc in which the. The state of california does not allow businesses to form a series llc, but you can form your series in another state and do business in california. The concept was originally introduced by the state of delaware. Series llc benefits and drawbacks for your business. On june 1, 2005, tennessee became the seventh state to adopt a new, innovative type of business entity, the series limited liability.
And as with other states, the state of tennessee has some specific llc requirements that are unique to the state. Each series treated as a separate entity for tennessee statis e tax purposes. Currently, a delaware series llc only pays one filing fee and one annual tax no matter how many series are formed within the entity, and the master llc and each series can and must share the same registered agent. Texas enacted nonentity series llc legislation in 2009.
Series llc required only if the additional designation of series llc is. Another downside is that the tennessee law, unlike delawares series llc act, does not specifically state that each series can in and of itself. The example of the attitude of the california franchise tax board. Further, a new series llc operating agreement must be drafted. Currently, fourteen states and two nonstate jurisdictions have laws governing the formation of series llcs, but the series llc business model continues to grow in popularity and will likely expand to additional states in the years to come. Northwest provides registered agent services for series llcs. Series a music llc is a tennessee domestic limitedliability company filed on april 23, 2020. Since 2006, tennessee law allows llcs to form and register a separate series within a single llc. If your company is composed of different income producing assets, such as commercial and residential rental properties, you can shield the. File or prepare an annual report for a business entity registered in the state of tennessee. One of only two state park systems in the country to receive this honor.
This means a delaware series llc will often pay fewer state fees than organizations that form multiple llcs instead. We have created a step by step guide to help business owners with the formation of their tennessee series llc. I think this comes from the fact that the series llc is relatively new delaware was the first state to adopt the series llc in 1996, and many states have adopted it within the last 510 years, as well as the fact that only about of the states have a series llc statutes and those statutes are not in any way uniform. Business services division tre hargett, secretary of state. I am filing an application to qualify the company to do business in tennessee. This video demonstrates how to file an annual report for an llc, or limited liability company, with. This new operating agreement provides how the llc will now be managed as a series llc. Delaware, illinois, iowa, nevada, oklahoma, tennessee, texas and utah. Thats because youre subject to their rules when doing business in their state.
This video demonstrates how to file an annual report for an llc, or limited liability company, with the tennessee secretary of state division of business. The concept is that a single entity may be formed in a state, but separate series or cells may be internally created within the llc. Delaware first to allow series llcs, alabama, texas, tennessee, utah. A series llc is a form of llc that allows its members to divide the assets and operations of a parent llc into a set of child series.
Tennessee state parks earns national accreditation. Tennessee and utah passed legislation effective in 2006. Apart from new states adding series llc statutes every few years, and apart from inconsistencies between states about how best to approach and regulate the series llc as a business structure, there are even more changes coming in delawarethe state that created the series llc. The name and complete address of the limited liability company s initial registered agent and office located in the state of tennessee is enter the name of the llcs initial registered agent, the street address, city, state and zip code of the llcs initial registered office located in tennessee and the county in which the. The first step to forming an llc in tennessee is to search your desired llc name. A guide to the tn series llc rockridge venture law. The companys filing status is listed as active and its file number is 001092290.
The companys filing status is listed as active and its file number is 001060736. The delaware series llc is the most cuttingedge entity on the market. Business entity filings this aspect of business services involves filing and maintaining corporation, limited liability company, limited partnership, limited liability partnership, and general partnership documents that are authorized by law to be filed with the secretary of state. Delaware first to allow series llcs, alabama, texas, tennessee, utah, nevada. The series llc operating agreement is an innovative concept that unites a series, aka cells, within one llc. The most important benefit of a series llc is the ability to protect each child series and its assets from the liabilities of the other child series and the master llc investors can manage wealth by dividing investments between the child series based on potential return and risk. Series llcs are currently permitted in delaware, illinois, iowa, nevada, oklahoma, puerto rico, tennessee, texas, and utah. Wisconsin passed a strippeddown version of the series llc legislation in 2001. In fact, the series llc is not not available in all states and has only been adopted in delaware, nevada, illinois, iowa, oklahoma, tennessee. This method of liability segregation was first called the delaware series llc because the first state to enact this legislation was delaware in 1996. Justia us law us codes and statutes tennessee code 2010 tennessee code title. Although an operating agreement is not required by tn statute, all llcs should have one, especially multimember llcs. Series llcs somewhat demystified statebystate kkos. Although an operating agreement is not required by tn statute, all llcs should have one, especially.
To register a series llc in your state, go to the website of the state business division usually part of the secretary of state or secretary of commonwealth website and look for llc registration. Interested parties must register with the secretary of state by filing the necessary forms, paying the necessary fees and meeting all naming and formation requirements. Business entity filings tennessee secretary of state. Many knowledgeable entrepreneurs and real estate investors have chosen delaware. As of april 2005, iowa and oklahoma already had passed similar acts. Each series operates like a separate entity with a unique name, bank account, and separate books and records. The registered agent on file for this company is cloherty, johnny and is located at 2801 alhambra cir, nashville, tn 372073404. The series llc is a product of the delaware legislature, the most highly regarded body for drafting corporate laws. The biggest problem with series llcs is that many states including california dont have series legislation and may choose to ignore the laws of the state where the series was created. Professional limited liability company series llc trust company if the llcs name contains the word bank, banks, banking, credit union or trust, written approval must first. The series llc is an innovative concept that was created by the state of delaware approximately. If youre looking into forming an llc or series llc, take the time to study these three states in greater depth. A series llc is a specialized type of limited liability company.
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