How to Move an LLC to Tennessee

Tennessee allows an LLC formed in another state to change its state of organization through statutory conversion under the Tennessee Revised Limited Liability Company Act. The process requires a plan of conversion that complies with both Tennessee law and the law of the state where the LLC is currently organized, coordinated filings with both states’ filing offices, and articles of organization establishing the LLC under Tennessee law.

Whether a conversion can proceed depends on the laws of both states. Tennessee permits inbound conversion, but the LLC’s current state must also authorize outbound conversion under its own LLC act. If either state lacks the necessary statutory authorization, the conversion cannot go forward. To find out whether your specific move qualifies, request a free analysis of your LLC move.

A conversion preserves the LLC’s original formation date, employer identification number, contracts, legal proceedings, property ownership, and membership structure. The LLC remains the same legal entity throughout the process; only its governing law changes from the prior state’s LLC act to the Tennessee Revised Limited Liability Company Act.

Why Business Owners Move LLCs to Tennessee

Tennessee does not impose a state personal income tax on wages or business income. While Tennessee levies a franchise and excise tax on businesses, the absence of a personal income tax benefits LLC members who receive distributions from the entity.

Tennessee’s Revised Limited Liability Company Act provides a modern statutory framework that gives members and managers broad flexibility in structuring governance and operations. The operating agreement controls most aspects of the LLC’s internal affairs, and fiduciary duties of loyalty and care can be modified (though not eliminated) by agreement.

Tennessee authorizes series LLCs, which allow a single LLC to segregate assets and liabilities into separate protected series without forming multiple entities. Series LLC availability is a meaningful advantage for business owners who operate multiple lines of business or hold distinct asset portfolios.

Tennessee’s geographic position in the southeastern United States makes it a practical home state for businesses with operations across the South and Midwest. Nashville, Memphis, and Knoxville serve as regional business hubs with growing professional services ecosystems.

Who Can Convert an LLC to Tennessee

Tennessee’s conversion statute does not restrict which LLC types may convert into the state. Under the Revised Limited Liability Company Act, any “other entity” (defined to include any foreign entity) may convert into a Tennessee domestic LLC. An LLC formed in another state qualifies as a foreign entity under this definition.

The primary constraint is the two-state requirement: both Tennessee and the LLC’s current state must authorize the transaction. Tennessee authorizes inbound conversion, but the LLC’s originating jurisdiction must also permit outbound conversion. If the originating state does not allow outbound conversion, you can achieve the same result through a merger-based reorganization.

Statutory Framework for Tennessee LLC Conversion

Tennessee’s conversion authority sits within the Revised Limited Liability Company Act itself, in Chapter 249, Part 7 of the Tennessee Code. The conversion provisions are part of the LLC act rather than a separate, generally applicable entity transactions statute.

The key statutory provisions governing inbound conversion include Tenn. Code Ann. § 48-249-703(a), which authorizes an “other entity” to convert into a Tennessee domestic LLC; Tenn. Code Ann. § 48-249-703(b), which establishes the filing requirements for the certificate of conversion; and Tenn. Code Ann. § 48-249-703, which provides that the conversion becomes effective upon the filing of both the certificate of conversion and the articles of organization. For outbound conversion, Tenn. Code Ann. § 48-249-704 provides the mirror framework, requiring the converting Tennessee LLC to comply with the destination state’s laws.

The Revised Limited Liability Company Act and the conversion provisions work together: the conversion procedure brings the LLC under Tennessee law, and the act’s substantive provisions then govern the LLC going forward. Statutory continuity ensures the converted entity is treated as the same entity for all purposes under Tennessee law.

Documents Required for Tennessee LLC Conversion

Converting an LLC to Tennessee requires coordinating multiple legal documents across two states. The following documents address Tennessee’s requirements for accepting the LLC.

• Plan of conversion. The plan of conversion is the governance document that authorizes the transaction. It must be custom-drafted to comply with both Tennessee’s requirements and the originating state’s conversion framework. The plan addresses the terms under which the LLC will become governed by Tennessee law and must be approved by the LLC’s members before any filings are submitted. Tennessee law does not impose specific statutory requirements on the plan’s contents, but the plan must satisfy both states’ approval requirements.
• Certificate of conversion to a domestic LLC. This is the primary filing document submitted to the Tennessee Secretary of State. The certificate of conversion formally effectuates the change of governing law from the originating state to Tennessee.
• Articles of organization. Tennessee requires a separate articles of organization alongside the certificate of conversion. The articles of organization establish the LLC’s formation record under Tennessee law as part of the conversion transaction.
• Conversion filings with the originating state. The state the LLC is leaving imposes its own documentation requirements for outbound conversion. Both sets of filings must be completed for the conversion to take full effect.
• Tennessee operating agreement. The operating agreement is Tennessee’s internal governance document for LLCs. An LLC converting to Tennessee should review its existing operating agreement for compatibility with Tennessee law and amend it as needed to reflect Tennessee-specific requirements.
• Resolution authorizing conversion. A resolution of the LLC’s members (or managers, if manager-managed) formally authorizes the conversion and adoption of Tennessee law as the LLC’s new governing framework.

The documents listed above reflect Tennessee’s requirements for inbound conversion. The LLC’s current state imposes its own documentation requirements for outbound conversion. Both sets of requirements must be satisfied before the transaction is effective.

The Tennessee Secretary of State accepts electronic signatures on conversion documents.

How to File a Tennessee LLC Conversion

Filing the certificate of conversion to a domestic LLC and articles of organization with the Tennessee Secretary of State completes the inbound conversion and establishes the LLC as a domestic Tennessee entity.

Before filing, the LLC should confirm name availability in Tennessee, obtain a certificate of good standing from the originating state, gather certified copies of formation documents from the originating state, and ensure all required signatories are available to execute the plan and filing documents.

The inbound filing package consists of the certificate of conversion to a domestic LLC and the articles of organization, both submitted to the Tennessee Secretary of State with the applicable filing fees. The originating state’s outbound filings should be coordinated with the Tennessee filings so that both states’ records reflect the conversion.

The conversion becomes effective upon the filing of the certificate of conversion to a domestic LLC and the articles of organization with the Tennessee Secretary of State.

Cost of Moving an LLC to Tennessee

The scope of work involved in converting an LLC to Tennessee, including the custom-drafted plan of conversion and coordinated filings across two states, is the primary cost driver. The plan requires drafting that accounts for both states’ statutory frameworks simultaneously, and the filing documents must satisfy each state’s specific requirements. For a detailed estimate of what your specific LLC move will cost, including both professional service costs and state filing fees, request a free analysis.

In addition to professional service costs, the Tennessee Secretary of State charges the following filing fees for inbound conversion. The certificate of conversion to a domestic LLC carries a filing fee of $20. The articles of organization carry a filing fee of $50.00 per member, with a minimum fee of $300 and a maximum fee of $3,000. For a single-member LLC, the minimum total filing fee for both documents is $320. The originating state may impose a separate filing fee for its outbound conversion paperwork. All filing fees are government charges paid on top of the professional preparation costs.

Moving an LLC Out of Tennessee

Tennessee permits outbound conversion under Tenn. Code Ann. § 48-249-704. A Tennessee LLC may convert to another state if the destination state’s law permits inbound conversion. The outbound filing requires a certificate of conversion submitted to the Tennessee Secretary of State, with a filing fee of $20.

Tennessee does not require a certificate of surrender as part of the outbound filing. The conversion becomes effective upon the filing of the certificate of conversion with the Tennessee Secretary of State. For detailed information about moving an LLC out of Tennessee, see the page for the destination state.

Tennessee LLC Laws That Apply After the Move

Once the conversion becomes effective, the LLC is governed by the Tennessee Revised Limited Liability Company Act. The provisions below apply to all Tennessee LLCs, including those that arrived through conversion.

Tennessee LLC Operating Agreement Requirements

Tennessee law recognizes the operating agreement as the primary governing document for an LLC. The operating agreement defines member rights, management authority, profit and loss allocation, and procedures for major decisions like admitting new members or dissolving the company.

An LLC that converts to Tennessee should review its existing operating agreement for compatibility with Tennessee law. Provisions that conflict with mandatory (nonwaivable) provisions of the Tennessee Revised Limited Liability Company Act may be unenforceable after conversion. Amending the operating agreement as part of the conversion process avoids gaps between the agreement’s terms and the statute’s requirements.

Tennessee LLC Member and Manager Protections

The Tennessee Revised Limited Liability Company Act codifies fiduciary duties of loyalty and care for LLC members and managers. These duties can be modified by the operating agreement within statutory limits but cannot be eliminated entirely. Tennessee also permits the operating agreement to identify specific activities that do not violate the duty of loyalty, giving members additional flexibility in structuring their business arrangements.

Tennessee law enforces restrictions on member dissociation: a member generally cannot withdraw from the LLC unless the operating agreement permits withdrawal or other statutory conditions are met. A member who wrongfully terminates membership is liable for damages to the other members and the LLC. These protections provide stability for multi-member companies by preventing unilateral withdrawal.

Tennessee provides creditor protections for LLC members through charging orders, though the charging order is not the exclusive remedy. A creditor who obtains a judgment against an individual member may pursue additional remedies beyond a charging order. Members should be aware that Tennessee’s creditor protections operate within a broader remedy framework that is less restrictive than states with exclusive charging order protection.

Alternatives to Tennessee LLC Conversion

When conversion is not available because the originating state’s law does not authorize it, a merger-based reorganization achieves the same result. Reorganization involves forming a new Tennessee LLC and merging the original LLC into it. The surviving Tennessee LLC succeeds to all the rights, property, contracts, and liabilities of the original entity. The state-by-state guide to LLC domestication identifies which states allow domestication, conversion, or require reorganization.

Tennessee authorizes LLC mergers at a filing fee of $100, making reorganization a viable alternative when conversion is unavailable from the originating state. The guide to LLC reorganization explains the formation-plus-merger process in detail.