In Tennessee, How Do You Form A Series LLC?

A series LLC in Tennessee is a form of LLC that offers its owners and members certain liability and tax advantages. The series LLC is made up of a master LLC and one or more sub-series that branch out of it.

It is not straightforward to establish your own Series LLC in Tennessee. It’s easy with our step-by-step instructions!

Identify Your Series LLC
Select a Registered Agent and file the Articles of Incorporation.
Make an Operating Agreement for a Series LLC.
Get an EIN.

An illustration of how a series L L C permits its members to split a “parent” L L C’s assets and activities into a number of “child” series.

Step 1: Create a company name for your Tennessee Series LLC.

You should know the answers to the following questions before naming your series LLC:

What are the rules for naming an LLC series?
What are the standard name guidelines for a series LLC?
Is the name of my company accessible in Tennessee?
Is my company name accessible as a URL, and if yes, how can I get it?

1. Series LLC name regulations differ per state. In Tennessee, each child series’ name must include the name of the parent LLC and be distinct from the names of any other child series. Remember to adhere to the usual LLC name guidelines.

Follow the Tennessee LLC Naming Regulations:

The word “limited liability corporation” or one of its acronyms must be in your name (LLC or L.L.C.).
Your LLC’s name cannot include terms that may be confused with a government organization.
Restricted terms (e.g., bank, attorney, university) may need extra documentation and the participation of a licensed professional, such as a doctor or lawyer, in your LLC.

2. Consider the following basic guidelines for making the titles of your series more identifiable, unified, and clear:

Include the phrase “protected series” in the name of each organization.
The parent LLC should be named in a manner that differentiates it from the kid series.
Include the parent LLC’s entire name in the name of each kid series.
The name of the asset should be included in the name of the kid series. This gives the public and creditors a better view of the assets.

3. Does your company name exist in Tennessee? Do a name search on the Secretary of State’s website to ensure that the name you choose isn’t already used.

Is your company’s name accessible as a URL? We propose that you investigate if your company’s name is accessible as a web domain. Even if you don’t intend to create a company website right away, you may wish to purchase the URL to prevent others from doing so.

Step 2: Select a Registered Agent for Tennessee Series LLC.

A Registered Agent must be designated for your Tennessee LLC. The parent LLC’s Registered Agent must be the same for each child series.

What exactly is a Registered Agent? A registered agent is a person or corporation that agrees to deliver and receive legal documents on your LLC’s behalf. Service of process of legal action (if you are sued) and state filings are examples of such paperwork.

Who is eligible to be a Registered Agent? A registered agent must be a Tennessee citizen or a company allowed to do business in Tennessee. You may choose someone from your organization, even yourself.

Step 3: Submit the Articles of Incorporation.

You must submit the Articles of Organization with the Secretary of State to register your LLC. This may be done online, in the mail, or in person.

Because there is no series LLC regulation in Tennessee, we strongly advise you to speak with an attorney before forming a series LLC.

Step 4: Draft an Operating Agreement for a Series LLC.

When founding a series LLC in Tennessee, an operating agreement is necessary. The operating agreement does not need to be submitted to the state.

What exactly is an operating agreement?

An operating agreement is a legal document that outlines an LLC’s ownership and running processes.

Why are operating agreements necessary?

The operating agreement for a series LLC is crucial since it sets the liability restrictions (asset protection) of the individual series. Without a defined framework, the courts may not sustain the series’ protection.

Step 5: Get an EIN

What exactly is an EIN? A corporate entity is identified by its Employer Identification Number (EIN) or Federal Tax Identification Number. Each of your series LLC’s offspring series will need an EIN.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm
In terms of federal and state taxation
To recruit workers for the firm

How can I get an EIN for my LLC series? The IRS does not have precise procedures for obtaining an EIN for a series LLC’s child series. For each subsequent EIN, experts recommend utilizing the name of your series LLC coupled with the name of the child series.

Where can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.