When forming your Tennessee limited liability company (LLC), you first need to file the Articles of Organization with the Tennessee Secretary of State. This is a legal document that officially launches your new limited liability company into existence and contains all basic information about your business. As your business grows and evolves, your Articles of Organization must reflect any changes that you implement along the way by filing Articles of Amendment. Let’s take a closer look at how to amend your Tennessee LLC’s Articles of Organization, why you might need to do so, and how we can help.
If you’re just starting your LLC, check out our Tennessee LLC formation service to see how we can make forming your new business quick and easy.
Step 1: Determine if you need to change your Tennessee Articles of Organization
Life is never quite what we expect and that’s often true in business matters as well. Occasionally, the foundational elements of your business need to be adjusted to keep up with industry direction or growth. You might decide that you want to change who manages the LLC from members to hired managers. Or you simply may relocate. These changes (and more) are made using the Tennessee Articles of Amendment form.
If your business’s Articles of Organization aren’t current, the limited liability company may not be able to obtain a Tennessee Certificate of Existence (called a Certificate of Good Standing in most states). Operating a Tennessee business doesn’t require a Certificate of Existence. However, it’s necessary when opening a new business account, payment processing system, or if requested by potential investors or new members.
Step 2: Identify what to change in your Tennessee Articles of Organization
Inform the state of any changes to information on your original Articles of Organization. Certain changes are made by filing Tennessee Articles of Amendment.
Name of Business
Whether it’s for marketing purposes, convenience, or personal preference, you can make changes to the name of your limited liability company using Tennessee LLC Amendments. The name change must adhere to all rules that the original name had to follow, including:
- The LLC name must be distinguishable from any existing business in the state of Tennessee. This includes reserved names.
- The name must include the phrase “limited liability company” or one of its abbreviations (LLC or L.L.C.).
- The LLC name cannot include words implying that your business is part of a government agency (FBI, Treasury, State Department, etc.).
Every Tennessee LLC or Corporation must have a registered agent on file with the state. Change this information on your Tennessee Articles of Amendment or in a separate Change of Registered Agent Form. If you need a new registered agent, don’t waste extra time searching when you could be running your business. Consider using our Tennessee registered agent service.
Principal Office Address
You may change the principal office address for your business on the Tennessee LLC Amendment form, but not the mailing address. The principal office address is the physical address where the LLC conducts business. Changing a limited liability company mailing address requires you to file your amendment with the Department of Business Services by mail, email, or in person. You can also make the mailing address change on the company’s Annual Report.
Step 3: Gather information for filing your Tennessee amendment
The Tennessee Secretary of State, Division of Business Services provides a standardized amendment form. You may also use your own form. Either way, the document needs to include:
- Current business name
- LLC’s control number, if known
- Effective date of the amendment (no later than 90 days after filing)
- Exact text of the amendment
- Amendment adoption date
- Who adopted the amendment
- Authorized signature
- Filing fee (checks, cashier’s checks, money orders, etc., payable to the “Tennessee Secretary of State”)
Step 4: File your Tennessee LLC amendment
Submit your Tennessee Articles of Amendment by mail or in-person to the Secretary of State’s Division of Business Services.
Overwhelmed by all these compliance requirements? We can help simplify the process of amending your Articles of Organization and other similar compliance tasks that keep you from spending more time running your business. Learn more about our Worry-Free Compliance service, which includes two amendments annually (you only need to pay the filing fee).
Tennessee Articles of Amendment vs. Restated Articles of Organization
Restating Tennessee Articles of Organization allows you to have all current information about your LLC in one document, rather than one document with multiple amendments.
According to the Tennessee Revised Limited Liability Company Act, “An LLC may restate its Articles of Organization at any time.” Restated Articles of Organization shall be designated as such in the heading. If the restatement also contains one or more amendments to the articles, the restatement shall be designated in the heading as “Amended and Restated Articles of Organization.”
Tennessee Articles of Amendment vs. Statement of Correction
Tennessee LLC Amendments are used for material changes to the information in the Articles of Organization. A Tennessee Statement of Correction is used under two circumstances. These changes include when the original articles:
- Contain an incorrect statement
- Were defectively executed, attested, sealed, certified, or acknowledged
The Statement of Correction must assert the reason that the statement was incorrect or the reason that execution was defective.
Let us help with your Tennessee LLC’s compliance needs
Changes to your business are necessary, and so is compliance. Let us help remove some of the stress that comes with reporting and tracking every document you have to submit in order to remain in good standing. Consider using our Articles of Amendment and Worry-Free Compliance services and let us help you grow.
Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
- Do I need an attorney to amend my Articles of Organization in Tennessee?
You don’t need an attorney to amend your Articles of Organization in Tennessee. An attorney may be helpful when discussing business strategy and legal implications of the amendments.
- What business changes can be reported in a Tennessee LLC Articles of Amendment form?
Changes reported in the Articles of Amendment include the name of your business, principal address, and registered agent.
- Are Tennessee LLC Articles of Amendment the same as an annual report?
No. Both documents contain important information about the business but may not reflect the same changes. Your Tennessee Annual Report also contains franchise tax information.
- How long does it take to file LLC Articles of Amendment in Tennessee?
If you mail the documents, it takes three to five business days. However, if you deliver your documents in-person they will be processed upon delivery. Contact the Secretary of State’s office for more information and a full fee schedule.
- What will I receive from the state of Tennessee when the LLC Articles of Amendment are filed?
Amendments accepted for filing are marked “Filed” and stamped with the name and title of the Secretary of State. The department stores an image of the document and returns the original to the filer.
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