One popular type of business structure is a limited liability partnership (LLP). It is popular because it allows for the owners, who are known as partners, are all equally in charge of running the company while not personally liable for the LLP’s actions. Rather, the partners are all entitled to limited liability despite being actively involved in the company.
Any LLP wishing to transact business as an LLP in Tennessee must satisfy certain requirements set forth in the Tennessee Revised Uniform Partnership Act of 2001. The name for an LLP is required to contain “LLP”, “L.L.P.”, or “Registered Limited Liability Partnership.” Also, an LLP must select a company registered to do business in Tennessee or a person living in the state to serve as its registered agent. This person or company will be in charge of receiving any legal documents intended for the LLP on its behalf. Additionally, an LLP must register with the Tennessee Secretary of State’ Division of Business Services by filing certain paperwork.
The necessary paperwork can be found on the Tennessee Secretary of State’s website, which can be filed online, via mail, or in person. Domestic LLPs, which are LLPs that have not registered elsewhere, have to file an Application for Registration Limited Liability Partnership – Domestic. This form can only be completed if you provide the LLP’s name, the street address of the LLP’s primary office, the mailing address for the LLP if it varies from the street address, and the number of partners in the LLP. You must also give the name and address of the registered agent, as well as a short description of the work in which the LLP is engaged. At least one partner must sign the form before it is filed.
An LLP that has already registered in another jurisdiction, known as a foreign LLP, must file a Notice of Registration of Foreign Limited Liability Partnership. To complete this form, you must provide all of the same information requested by the Application for Registration Limited Liability Partnership – Domestic. However, you must also disclose where the LLP was originally created and the original name of the LLP if the name it plans to use in Tennessee differs from that name. This form also needs to contain the signature from one person associated with the company. A foreign LLP must also submit a Certificate of Existence alongside the form.
Tennessee has developed a program, called FastTrack, to help new companies to grow or relocate to the state. Qualified companies can obtain assistance with growing, such as procurement of temporary office space and assistance in relocating equipment, and financial aid through FastTrack.
There is an annual report that all LLPs must file with the Division of Business Services of the Tennessee Secretary of State. If an LLP fails to file the report within two months of the report’s due date, it can be administratively dissolved. The filing fee that an LLP must pay to file the report is quite high, as it is calculated at $50 per partner, with a minimum payment of $250 and a maximum payment of $2,500.
You need to be careful when setting up your company as an LLP in Tennessee because committing a single error during the process can result in your company not being an LLP. Therefore, it is important that you consult a Tennessee business lawyer when establishing your company as an LLP to ensure you avoid making any mistakes.