A general guide for small business owners in Clarksville and nearby counties
Call (931) 552-6000A limited liability company (LLC) is a business entity created under state law. In general, an LLC is designed to separate the business’s debts and liabilities from the owners’ personal assets, and it offers flexibility in how the business is managed and taxed. That protection is not absolute. An owner who personally signs a guaranty, who mixes personal and business money, or who is personally responsible for a wrongful act can still be liable. Owners should understand these limits before choosing a structure.
A Tennessee LLC is formed by filing articles of organization with the Tennessee Secretary of State. The articles identify the company name, its registered agent and registered office in Tennessee, its principal office, and whether it is managed by its members or by managers. The name must be distinguishable from other business names on file with the state. Tennessee charges a filing fee of $50 per member, with a minimum of $300 and a maximum of $3,000. The same fee formula applies to the annual report each year. Fees and forms can change, so confirm them with the Secretary of State when filing.
After formation, an LLC has ongoing obligations, including annual reports to the Secretary of State and keeping a registered agent. Depending on the business, there may also be state and local tax registrations and local business license requirements.
An operating agreement is the private agreement among the members that sets out how the company will be run. It is not filed with the state, but it matters a great deal. A good operating agreement addresses who contributes what, how profits and losses are shared, who makes decisions, what happens if a member wants to leave or dies, how a member’s interest can be sold, and how disputes are resolved. Without one, state default rules fill the gaps, and those rules may not match what the owners expected. Disputes among business partners are among the most common reasons small businesses end up in court, and a clear agreement written at the start is a common way to reduce that risk.
Austin Maness focuses on small business, construction and estate litigation, and the firm has represented local businesses and nonprofits in Clarksville for more than a century. We can help you decide whether an LLC fits, prepare the articles and operating agreement, and review the contracts the new business will sign; see contract review. Owners should also plan for what happens to the business at death; see wills and trusts. If a business relationship has already broken down, see business litigation.
This page is general information, and it does not cover tax advice. We encourage business owners to consult an accountant about the tax consequences of their structure.
Our only office is in Clarksville, and we handle matters for clients in Montgomery County (Clarksville), Stewart County (Dover), Houston County (Erin), Robertson County (Springfield), and Cheatham County (Ashland City). An LLC is formed with the state, not with a county, but local business licenses, permits and zoning rules vary by city and county.
Call to schedule a consultation about forming a business.
Office: 233 Dunbar Cave Road, Suite A, Clarksville, TN 37043 · Monday–Friday, 8:30 AM–5:00 PM
Email: [email protected] · Fax: (931) 645-1890
Contacting the firm does not create an attorney–client relationship. Please do not send confidential information until a relationship has been established. General information on this page is not legal advice, and every situation is different. Past matters do not predict the outcome of any future matter.