How to Amend Articles of Organization in Tennessee (2024) (original) (raw)

Amend Tennessee Articles of Organization

Amendment of Articles of Organization is required when you make changes to your LLC. While forming an LLC in Tennessee, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Articles of Organization, you must file the Amended Certificate of Authority with Tennessee SOS.

To amend your Tennessee Articles of Organization, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Tennessee SOS. The process is not a lengthy one. In this article, LLCBuddy editors shared how to amend Tennessee Articles of Organization without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.

What is Articles of Organization in Tennessee?

The Articles of Organization is a document that is required to form an LLC in Tennessee. The document must be submitted online or by mail to the Tennessee Secretary of State. Certain details need to be added while filing the Tennessee Articles of Organization. The following are the points to be added to the formation document at the time of LLC registration-

articles of organization

How to Amend Tennessee Articles of Organization

Changes such as name, physical address of the business, address or/and name of the Tennessee Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Articles of Organization in Tennessee. There are three prominent steps to follow. The steps are as follows-

Step 1: Determine What Changes You Need in Tennessee LLC

The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.

These are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Amended Certificate of Authority with Tennessee Secretary of State.

Step 2: Draft the Tennessee Amended Certificate of Authority

The next step is to draft the Amendment. To Amend the Articles of Organization, you need the following-

Step 3: File Tennessee Amended Certificate of Authority

To file the Amended Certificate of Authority in Tennessee, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Tennessee, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).

For the online filing, the form must be submitted using the Tennessee Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Corporate Filings, 312 Rosa L. Parks Avenue, 6th Floor, William R. Snodgrass Tower, Nashville, Tennessee 37243. The amendment filing fee of $20 must be paid at the time of form submission.

Why Amend Articles of Organization?

There are six reasons why you need to file the Amended Certificate of Authority in Tennessee. Following are the six points to note-

Change of Tennessee LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Tennessee SOS through Amendment.

It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.

Tip from LLCBuddy

Change of Tennessee LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Tennessee LLC has to file the amendment certificate.

Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Tennessee SOS.

Change of Tennessee LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.

Change of the Purpose of Tennessee LLC: The purpose of the LLC is mentioned in the Articles of Organization when it is filed. If the purpose is changed at any time, for example, a non-profit in Tennessee changes to a for-profit organization, or vice-versa, it must be filed with the SOS.

Change of Tennessee Tax Structure: The Tennessee LLC classification of taxes is mentioned in the Articles of Organization at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Tennessee SOS.

Cost to File Tennessee Amended Certificate of Authority

The cost of filing the Amendment Certificate in Tennessee is $20. For other types of filing costs, please visit the official website of Tennessee Secretary of State.

Penalties for Not Filing Amended Certificate of Authority

Failure to amend Tennessee Articles of Organization can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Tennessee. Another consequence of not filing an amendment in Tennessee is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.

FAQs

How do I amend my Tennessee Articles of Organization?

You can amend your Tennessee Articles of Organization by filing a Certificate of Amendment with the Secretary of State.

What information do I need to include in the amendment?

You need to include your entity’s name, the original filing date, the specific changes you are making, and any other necessary information required by the state.

Do I need to notify any other parties when amending my Articles of Organization in Tennessee?

Depending on the nature of the amendments, you may need to notify members, managers, or other stakeholders of the changes.

Can I make multiple changes in one amendment?

Yes, you are allowed to make multiple changes in a single amendment to your Tennessee Articles of Organization.

Is there a fee for amending my Articles of Organization in Tennessee?

Yes, there is a filing fee associated with amending your Articles of Organization in Tennessee. The fee may vary depending on the type of changes you are making.

How long does it take for the amendment to be processed in Tennessee?

The processing time for amendments to Tennessee Articles of Organization can vary, but typically it takes a few business days to a few weeks.

Can I cancel or withdraw my amendment after filing it?

Once an amendment is filed with the Secretary of State in Tennessee, it cannot be canceled or withdrawn.

What happens if my amendment is rejected in Tennessee?

If your amendment is rejected in Tennessee, you will receive notice detailing the reasons for rejection and any necessary steps to take for approval.

Can I download a template for amending my Tennessee Articles of Organization online?

Yes, the Tennessee Secretary of State’s website provides templates for various business filings, including amendments to Articles of Organization.

Do I need to provide a reason for amending my Articles of Organization in Tennessee?

While you do not need to provide a specific reason for the amendment, you are required to disclose the changes being made in the Certificate of Amendment.

How do I update the registered agent information when amending my Articles of Organization in Tennessee?

You can update the registered agent information by including the new agent’s name and address in the filing of your amendment with the Secretary of State.

Can I file the amendment online in Tennessee?

Yes, you can file the amendment to your Tennessee Articles of Organization online through the Secretary of State’s website.

Do I need to include a copy of the original Articles of Organization with the amendment?

While it may not be required, it is recommended to include a copy of the original Articles of Organization with the amendment for reference.

Are there any restrictions on the types of changes I can make to my Articles of Organization in Tennessee?

There are some restrictions on changes, such as those that would alter the entity’s structure, name, or purpose without proper approval.

Can I include additional provisions in the amendment other than the required changes?

Yes, you can include additional provisions in your Tennessee Articles of Organization amendment as long as they do not conflict with state laws.

How do I know if the amendment to my Articles of Organization in Tennessee has been approved?

You will receive confirmation from the Secretary of State once your amendment has been approved and processed.

Can I request expedited processing for my amendment in Tennessee?

Yes, you may request expedited processing for your amendment by paying an additional fee to the Secretary of State.

How do I make changes to the entity’s purpose in the Tennessee Articles of Organization?

You can make changes to the entity’s purpose by outlining the new purpose in the Certificate of Amendment filed with the Secretary of State.

Can I change the name of my entity when amending the Articles of Organization in Tennessee?

Yes, you are allowed to change the name of your entity as part of the amendment process in Tennessee.

What information do I need to provide for changing the entity’s address in the amendment?

You will need to provide the new address for the entity as part of the changes in the amendment to the Tennessee Articles of Organization.

How do I make changes to the management structure in the amendment?

You can make changes to the management structure by outlining the new structure, such as adding or removing managers, in the amendment.

Can I add new members or owners to the entity through the amendment process in Tennessee?

Yes, you can add new members or owners to the entity by filing an amendment to the Articles of Organization with their information included.

What happens if I forget to amend my Tennessee Articles of Organization after making changes to my entity?

Failure to update the Articles of Organization with changes may result in legal complications or loss of liability protection for the entity.

Can I make changes to the entity’s business activities in the amendment?

Yes, you can make changes to the entity’s business activities by outlining the revisions in the amendment to the Tennessee Articles of Organization.

Is there a deadline for amending my Articles of Organization in Tennessee after making changes to the entity?

There is no specific deadline, but it is recommended to file the amendment promptly after making changes to the entity in order to maintain accurate records.

Can I change the duration of my entity in the Articles of Organization amendment?

Yes, you can change the duration of the entity by specifying the new duration in the amendment filed with the Tennessee Secretary of State.

Do I need to have a meeting of members or managers to approve the amendments?

Depending on the entity’s operating agreement, you may need to have a meeting of members or managers to approve the amendments in Tennessee.

Can I change the entity’s fiscal year in the Articles of Organization amendment?

Yes, you can change the entity’s fiscal year by specifying the new fiscal year in the amendment filed with the Tennessee Secretary of State.

How do I correct errors in the original Articles of Organization when amending in Tennessee?

You can correct errors in the original Articles of Organization by detailing the corrections in the amendment filed with the Secretary of State in Tennessee.

Can I dissolve my entity through the amendment process in Tennessee?

No, you cannot dissolve or terminate your entity through the amendment process; you will need to file a separate dissolution form with the Secretary of State in Tennessee.

Also Read

In Conclusion

While running a limited liability company in Tennessee, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Amended Certificate of Authority is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.

This article shares all the important steps you need to follow to file the Amended Certificate of Authority in Tennessee. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. By following the steps outlined in this article and submitting the necessary documents to the Tennessee Secretary of State, LLCs can successfully amend their Articles of Organization and maintain compliance with state regulations.