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TennesseeTennessee LLC operating agreement template - free, customizable, attorney-reviewed structure.
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Operating agreement template for Tennessee LLCs

Tennessee LLC operating agreement template.

Free customizable operating agreement designed for Tennessee LLCs. Includes state-specific provisions, customize bracketed fields, and download in seconds. In Tennessee, an operating agreement is not legally required by statute, but is strongly recommended.

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State-specific
Provisions
required clauses included
Editable
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LLC
Single + Multi-member
both supported
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Tennessee LLC quick facts

Key state filing details.

Filing fee
$300

Cost to file Articles of Organization with the Tennessee Secretary of State.

Processing time
5-7 business days

Typical Tennessee state filing turnaround for new LLC formation.

Annual report
$300 · April 1

Ongoing state compliance filing required to maintain good standing.

State authority
sos.tn.gov

Where Tennessee LLC filings are submitted and stored.

Tax treatment
Tennessee

no broad income tax; franchise + excise tax on net worth/income.

What goes in a Tennessee operating agreement

Standard sections.

01

Formation

States that the LLC is formed under Tennessee law. References the Articles of Organization filed with the Tennessee Secretary of State.

02

Purpose

Business purpose. Most Tennessee LLCs use broad "any lawful business" language.

03

Members and ownership

Lists each member by name, address, ownership percentage, and capital contribution.

04

Management

Member-managed or manager-managed. Tennessee default rules apply absent operating agreement.

05

Distributions and allocations

How profits and losses are allocated; when distributions are made; tax distributions.

06

Voting

Decision thresholds for ordinary business vs major decisions (admit members, sale, dissolution).

07

Transfer restrictions

Right of first refusal on member transfers. Drag-along and tag-along rights.

08

Buy-sell on departure

What happens on death, disability, divorce, bankruptcy, or voluntary withdrawal.

09

Dissolution

Events triggering dissolution. Wind-up procedures under Tennessee law.

10

Governing law

Tennessee law governs the operating agreement.

Customize your Tennessee operating agreement.Interactive form builder: fill in fields, see live preview, download .txt or print PDF.
FAQ

Tennessee operating agreement questions.

Is an operating agreement required in Tennessee?
In Tennessee, an LLC operating agreement is not legally required by statute, but is strongly recommended. Banks, lenders, and counterparties typically expect to see one regardless of state requirements.
What does it cost to form an LLC in Tennessee?
The Tennessee LLC filing fee is $300. Annual report (where required) is $300.
How long does Tennessee LLC formation take?
Tennessee state processing is typically 5-7 business days.
Where do I file the operating agreement?
Nowhere. The operating agreement is an internal document not filed with the Tennessee Secretary of State. Only Articles of Organization are filed publicly.
Can I use this template if I plan to elect S-Corp tax status?
Yes. The template is compatible with S-Corp election. Update the tax classification provision when you file Form 2553.
What if I have multiple members?
Use the multi-member template instead. It covers ownership splits, voting, buy-sell, and transfer restrictions for Tennessee LLCs with two or more members.
Does this need to be notarized in Tennessee?
Generally no. Tennessee operating agreements are typically signed and stored without notarization. Some banks may request notarization for their records.
What if my LLC operates in multiple states?
Form in Tennessee, then file foreign qualification in each other state. The operating agreement remains the same; the entity registers as a foreign LLC in each additional state.

Form your Tennessee LLC.

$0 service fee. $300 Tennessee state fee. EIN, BOI, and registered agent included.

Template is educational. Specific situations may require attorney review.

$129/yr Compliance Annual Filings · penalty-free

On the $129/yr Compliance Annual Filings plan, we cover state late fees.

When you autofile your annual report through the $129/yr plan and we miss the deadline, we pay the state's late fee. The guarantee applies to that specific plan and the filings it includes. Other File.Business services are billed at the prices on this page.

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File.Business is a private business filing and compliance service. We are not a government agency and are not affiliated with any Secretary of State office. You may file directly with the appropriate state agency. SOC 2 Type II audited. 220,000+ businesses formed since 2017.
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