To form a Tennessee PLLC, you file Articles of Organization with the Tennessee Secretary of State, pay a base filing fee of $300, and certify that every member holds an active Tennessee license in the profession the entity will practice. The Professional Limited Liability Company is Tennessee’s entity for licensed professionals whose work cannot legally be delivered through a standard LLC or corporation. The steps below walk through eligibility, naming, the filing itself, and what to handle before you open the doors.
Confirm Your Profession Qualifies
Tennessee limits PLLC formation to professions that require a state license. The statute defines “professional service” as one that can only be lawfully rendered by a person licensed or authorized by a Tennessee licensing authority.1Justia. Tennessee Code 48-248-102 – Chapter Definitions Physicians, attorneys, accountants, architects, engineers, and psychologists are common examples, but any profession meeting the licensing threshold qualifies.
A PLLC can practice only one profession, unless the licensing laws for each profession in the combination specifically authorize a multi-profession entity.2Justia. Tennessee Code 48-248-104 – Purposes Tennessee builds in a few healthcare exceptions: optometrists and ophthalmologists, or podiatrists and physicians, can form a PLLC together without special board authorization.3Justia. Tennessee Code 48-248-401 – Eligible Members
Choose a Compliant Name
The entity name must include “Professional Limited Liability Company” or an accepted abbreviation such as “PLLC” or “P.L.L.C.” It cannot use “corporation” or “incorporated,” and it cannot mislead the public about the services offered.4Justia. Tennessee Code 48-248-301 – Name An architecture firm’s name, for instance, cannot suggest it provides legal or medical services.
Check availability through the Secretary of State’s online business database. If your chosen name is available but you aren’t ready to file, you can hold it for 120 days by submitting an Application for Name Reservation with a $20 fee.5Tennessee Secretary of State. Application for Name Reservation Form SS-9425
File the Articles of Organization
The Articles of Organization create the PLLC. File online through the state’s business registration portal or submit the paper form (SS-4270). The articles must include:
- A statement that the entity is a Professional Limited Liability Company, along with the specific profession it will practice.
- The name and physical Tennessee street address of a registered agent authorized to accept legal documents.
- The street address of the PLLC’s principal executive office.
- Whether the PLLC will be member-managed or manager-managed.
- A signed certification that the PLLC has one or more qualified, licensed members and no disqualified persons as members.6FindLaw. Tennessee Code 48-248-103 – Formation of PLLC
The base filing fee is $300, which covers up to six members. Every member beyond six adds $50, capped at $3,000.7Tennessee Secretary of State. Business Forms and Fees A five-person medical practice pays $300; a 20-attorney firm pays $1,000.
Handle the Post-Filing Steps
Approval from the Secretary of State forms the entity, but a few registrations still stand between you and lawful practice.
Get an Employer Identification Number from the IRS for tax reporting, banking, and payroll. Register the PLLC with the Tennessee Department of Revenue for franchise and excise taxes. Federal tax classification depends on structure: a single-member PLLC is a disregarded entity by default, a multi-member PLLC is taxed as a partnership, and either can elect S corporation treatment on IRS Form 2553 or C corporation treatment on Form 8832.8Internal Revenue Service. Entities 3
Check with your licensing board. Depending on the profession, the board may require its own notification or permit before the PLLC can bill for services.
Know Who Can Be a Member
Every member of a Tennessee PLLC must be licensed to practice the profession described in the articles. A licensing authority can authorize exceptions, but without that specific permission, non-licensed individuals cannot hold membership interests.3Justia. Tennessee Code 48-248-401 – Eligible Members Any interest held in violation of that rule is void. If a member later loses a license, the PLLC will need to buy out the interest or otherwise restructure to stay in compliance.
Members don’t have to be individuals. General partnerships in which all partners are licensed, other professional corporations, and other PLLCs can hold membership interests, as long as they are authorized to practice the same profession in Tennessee.3Justia. Tennessee Code 48-248-401 – Eligible Members
Pick a Management Structure and Write an Operating Agreement
A PLLC is either member-managed, with all members sharing in daily operations, or manager-managed, with designated licensed individuals running the business. Larger firms often prefer manager-managed structures so the professionals can stay with clients.
Tennessee does not require a written operating agreement. For anything past a solo practice, write one anyway. It should spell out profit sharing, voting rights, buy-out terms when a member leaves or loses a license, and how disputes get resolved. Running a multi-member PLLC without one invites conflict the statute won’t cleanly settle.
Understand What the PLLC Actually Protects
The reason to form a PLLC is liability insulation. If the practice signs a lease, takes on a contract, or runs up business debts, individual members generally aren’t personally on the hook. Members are also shielded from the malpractice or negligence of other members and employees of the PLLC.
The gap catches people off guard: a PLLC does not protect you from your own professional mistakes. Each member remains personally liable for his or her own malpractice. If you commit a professional error, a client can pursue your personal assets as if the entity didn’t exist. That’s why most professionals still carry individual malpractice insurance after forming a PLLC.
Keep the Entity in Good Standing
Every Tennessee PLLC must file an annual report with the Secretary of State updating the registered agent, principal office address, managers or officers, and member count.9FindLaw. Tennessee Code 48-249-1017 – Annual Report for Secretary of State The fee mirrors the formation schedule: $300 for up to six members, $50 for each additional member, capped at $3,000.10Tennessee Secretary of State. All Frequently Asked Questions for Businesses
The report is due by the first day of the fourth month after the PLLC’s fiscal year ends.11Secretary of State of Tennessee. Instructions Articles of Organization Limited Liability Company For a calendar-year PLLC, that means April 1. Miss the deadline and the state can administratively dissolve the entity, forcing a reinstatement process with a $70 fee on top of what you already owe.12Justia. Tennessee Code 48-249-1007 – Filing, Service and Copying Fees