Tennessee LLC Operating Agreement

Tennessee does not require a written operating agreement, but TCA § 48-249-203 allows members to adopt one. Without a written agreement, Tennessee default rules govern all key aspects of LLC operations — distributions, voting, management, and member exits. A written operating agreement is strongly recommended.

Tennessee charges $300 to file Articles of Organization with the Secretary of State. Annual reports are required but carry no additional fee (as of 2024). Tennessee does not impose a franchise tax on LLCs organized as pass-through entities for tax purposes.

Yes. Tennessee recognizes series LLCs under TCA § 48-249-309. Each series of a Tennessee series LLC can have distinct assets, members, and liabilities. This structure is useful for real estate investors and businesses with multiple operating units that need liability segregation.

Tennessee has no personal income tax on earned wages (eliminated for investment income as of 2022). LLCs with pass-through income are not subject to state income tax at the entity level. However, Tennessee does impose a franchise and excise tax on businesses with nexus in Tennessee — LLCs may owe these taxes if they meet the threshold.