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For entrepreneurs and business partners in Tennessee ready to solidify their collaboration, the Tennessee SS 4482 form serves as a vital first step. Known as the Application for Registration of a Limited Liability Partnership, this form marks a significant point in a business's journey, setting it up with a unique identity under the law. Prepared by the Tennessee Secretary of State, the form outlines several key pieces of information required for registration. Businesses must provide their chosen name, incorporating "Registered Limited Liability Partnership" or the abbreviation "LLP" or "L.L.P." to comply with local laws. Additional essentials include the physical and mailing addresses of the principal office, the name and address of the Tennessee-based registered agent, and a brief statement outlining the business's activities. Filing costs range from a minimum of $250 to a maximum of $2,500, depending on the number of partners, marking a significant initial investment in the partnership's future. For those businesses already in operation before July 1, 1995, there's an option to elect governance under the Tennessee Limited Liability Partnership Act, highlighting the state's flexible approach to legacy businesses adapting to new legal frameworks. Lastly, the form encourages promptness but allows for a delayed effective date, offering flexibility in strategic planning. Overall, the SS 4482 form stands as a comprehensive tool for legal recognition and protection under Tennessee's business laws, setting a foundation for growth and operational stability.

Example - Tennessee Ss 4482 Form

APPLICATION FOR REGISTRATION LIMITED LIABILITY PARTNERSHIP - DOMESTIC (SS-4482)

BUSINESS SERVICES DIVISION

Tre Hargett, Secretary of State

State of Tennessee

312 ROSA L. PARKS AVE, 6TH FL.

NASHVILLE, TN 37243-1102

(615) 741-2286

Filing Fee: $50.00 per member (minimum fee = $250, maximum fee = $2,500)

For Ofice Use Only

Pursuant to the provisions of the Tennessee Revised Uniform Partnership Act, Section 61-1-1001, the undersigned partner(s) hearby applies (apply) for status as a registered limited liability partnership:

1. The name of the limited liability partnership is:

(Note: Pursuant to Section 61-1-1003, each limited liability partnership name must contain the words “Registered Limited Liability Partnership” or the abbreviation “LLP” or “L.L.P.”)

2a. The complete address of the principal ofice is:

Physical Street Address:

City:

 

ST:

 

Zip

 

County:

2b. The mailing address (if different from the physical street address) is:

Mailing Address:

City:

 

ST:

 

Zip

 

County:

3. The name of the registered agent and complete registered ofice address in Tennessee is:

Agent’s name:

Registered Ofice Street Address:

City:

 

ST:

 

Zip

 

County:

4.A brief statement of the business in which the partnership is engaged:

5.Other provisions:

6.If applicable, this limited liability partnership has the additional designation of:

7. If the document is not to be effective upon iling by the Secretary of State, the delayed effective

date/time is:

 

(date),

(time).

 

 

 

 

 

(Note: A delayed effective date may not be later than the 90th day after the date this document is iled by the Secretary of State.)

8. This limited liability partnership, which was previously formed onhereby elects to be

governed by the Tennessee Limited Liability Partnership Act. (Applies only to limited liability partnerships cre- ated prior to July 1, 1995)

9. The number of partners at the time of iling:

(Note: The application must be executed by one or more authorized partners. Attach additional sheet if neccessary)

Partner’s Signature

Printed Name

Partner’s Signature

Printed Name

Signature Date

Signature Date

SS-4482 (07/14)

*Note: Pursuant to T.C.A. § 10-7-503 all information on this form is public record.

RDA 2515

Form Breakdown

Fact Detail
Purpose The form SS-4482 is an application for a domestic business to register as a Limited Liability Partnership (LLP) in Tennessee.
Governing Law Tennessee Revised Uniform Partnership Act, particularly Section 61-1-1001 and related to naming Section 61-1-1003.
Filing Fee Structure The filing fee is $50 per member, with a minimum fee of $250 and a maximum of $2,500.
Public Record Note All the information provided in the SS-4482 form is considered a public record per T.C.A. § 10-7-503.

Detailed Instructions for Filling Out Tennessee Ss 4482

Transitioning a partnership to a registered limited liability partnership (LLP) in Tennessee requires careful completion of the SS-4482 form. This document is a crucial step for partners looking to obtain the protections and status offered by an LLP under the Tennessee Revised Uniform Partnership Act. With a filing fee structured per partner, ensuring accurate and thorough completion is essential. Here’s a step-by-step walkthrough to assist with filling out the form effectively.

  1. Begin by the entering the full name of the limited liability partnership in the space provided, ensuring it includes “Registered Limited Liability Partnership,” “LLP,” or “L.L.P.” as required by Tennessee law.
  2. For item 2a, provide the complete physical street address of the partnership’s principal office, including city, state (ST), zip code, and county.
  3. If the mailing address differs from the physical address, fill in the corresponding fields under item 2b with the mailing address, city, state, zip code, and county.
  4. Under item 3, enter the name of the registered agent for the LLP along with the complete registered office address in Tennessee, including city, state, zip code, and county.
  5. In the space provided for item 4, describe the business activities in which the partnership is engaged in a brief statement.
  6. Item 5 allows for the inclusion of any other provisions. Fill this in if there are additional details or agreements pertaining to the partnership that should be included.
  7. If the limited liability partnership has an additional designation, specify this under item 6.
  8. For partnerships not seeking immediate activation, specify a delayed effective date and time under item 7, remembering that the date cannot exceed 90 days post-filing.
  9. Mark item 8 if the partnership was formed prior to July 1, 1995, and is opting to be governed under the Tennessee Limited Liability Partnership Act now. If not applicable, leave blank.
  10. Enter the total number of partners at the time of filing in the space provided for item 9.
  11. The form must be executed by at least one authorized partner. Ensure the partner's signature, printed name, and the date are provided at the end of the document. If there are multiple signatories, attach additional sheets as necessary.

Following these steps diligently will ensure the SS-4482 form is filled out correctly. Review the completed document for accuracy before submission to avoid delays in processing. Filing fees should be calculated based on the current number of partners, keeping in mind the minimum and maximum thresholds. Once submitted, partners can expect to receive confirmation of the LLP’s registration, marking a significant milestone in the partnership’s legal status within Tennessee.

More About Tennessee Ss 4482

What is the Tennessee SS-4482 form?

The Tennessee SS-4482 form is an application utilized for the registration of a Domestic Limited Liability Partnership (LLP) within the state. This form is required by the Business Services Division under the Tennessee Secretary of State and adheres to the provisions of the Tennessee Revised Uniform Partnership Act, Section 61-1-1001. This form gathers information about the LLP, including its name, office addresses, the name of the registered agent, and a brief statement of the business's nature.

Who needs to file the Tennessee SS-4482 form?

Any partnership seeking to register as a Limited Liability Partnership (LLP) in Tennessee needs to file the SS-4482 form. This includes new partnerships being formed and existing partnerships that decide to change their status to an LLP, thus electing the legal protections and structure that come with such a designation.

What fees are associated with the SS-4482 form?

The filing fee for the Tennessee SS-4482 form is tiered based on the number of partners, with a minimum fee of $250 and a maximum of $2,500. The cost is calculated at $50 per partner. This fee structure ensures that the partnership pays a fee proportional to its size.

What information do I need to provide in the SS-4482 form?

  1. The name of the limited liability partnership, which must include “Registered Limited Liability Partnership”, “LLP”, or “L.L.P.”
  2. The complete address of the partnership's principal office, along with a mailing address if it is different.
  3. The name and full address of the registered agent in Tennessee.
  4. A brief description of the business activities the partnership will engage in.
  5. Any other provisions that the partnership deems necessary.
  6. Designation information if applicable.
  7. A delayed effective date/time, if not to be effective upon filing.
  8. The number of partners at the time of filing, including signatures of the executing partners.

What does it mean to have a registered agent?

A registered agent acts as the partnership's official point of contact for legal documents and government correspondence. In Tennessee, having a registered agent with a physical address in the state is a requirement for registration as an LLP. This ensures that there is a reliable way for the partnership to be contacted for legal and tax purposes.

Can the SS-4482 form be filed with a delayed effective date?

Yes, the SS-4482 form allows for a delayed effective date of the LLP's registration, up to 90 days after the form is filed with the Secretary of State. This flexibility enables partnerships to align their official registration with business cycles, fiscal years, or other timing considerations crucial for strategic planning.

What are the signature requirements for the SS-4482 form?

The SS-4482 form must be signed by one or more authorized partners. There is an obligation to include the printed name alongside the signatures of those executing the form, ensuring clarity on who is responsible for the filing. This requirement helps to confirm the authenticity of the application and the consensus among partners to register as an LLP.

Is the information provided on the SS-4482 form public?

Yes, according to T.C.A. § 10-7-503, all information provided on the SS-4482 form becomes public record. This includes the partnership name, office addresses, and information about the registered agent among other details. This transparency helps in ensuring that the partnership's existence and basic operational information are accessible for legal compliance, taxation, and public inquiry purposes.

Common mistakes

When filling out the Tennessee SS-4482 form, which is the application for registration as a limited liability partnership, a number of common mistakes can lead to the rejection of the application or delays in the registration process. Being aware of these pitfalls can help in ensuring that the application process goes smoothly.

One major mistake is not including "Registered Limited Liability Partnership" or the abbreviation "LLP" or "L.L.P." in the name of the partnership as required by Section 61-1-1003. Names must be compliant to avoid confusion and to clearly identify the nature of the business entity.

Another issue arises with the address fields. Applicants often enter incorrect or incomplete addresses for the principal office (section 2a) and the registered office (section 3). It's critical to provide a complete street address, including the city, state, zip code, and county for both. If the mailing address is different from the physical address, that must be specified as well in section 2b.

Choosing a registered agent without understanding the role or selecting someone who is not prepared to fulfill those responsibilities is a further mistake. The registered agent (section 3) is crucial as this individual or entity receives legal documents on behalf of the partnership. The complete address of the registered office in Tennessee must be provided, ensuring that the agent is reachable during normal business hours.

  1. Failure to clearly describe the business activity in which the partnership will engage (section 4). This brief statement is important for clarity on the partnership's intended operations.
  2. Omitting other provisions (section 5) that could be important for the partnership’s operation or legal compliance.
  3. Not considering or specifying any additional designation the partnership might have under section 6 if applicable.
  4. Incorrectly handling the effective date of the filing (section 7). Not understanding that a delayed effective date cannot be later than the 90th day after filing can lead to issues.
  5. Forgetting to indicate that the partnership elects to be governed by the Tennessee Limited Liability Partnership Act if it was formed prior to July 1, 1995 (section 8).
  6. Incorrectly reporting the number of partners at the time of filing (section 9) or not having the application executed by an authorized partner(s).

In addition to these specific errors, a common overarching mistake is not reviewing the entire form for completeness and accuracy before submission. With all the information being made public record pursuant to T.C.A. § 10-7-503, inaccuracies not only affect the registration process but can lead to public misperceptions.

Finally, a critical error is neglect o pay the correct filing fee, based on the number of partners, with a minimum of $250 and a maximum of $2,500. This fee calculation is based on the number of partners at the time of filing, and providing the wrong number can affect the amount due.

Documents used along the form

When it comes to setting up a Registered Limited Liability Partnership (LLP) in Tennessee, as outlined with the SS-4482 form, there are several other forms and documents that are often necessary to complete the process effectively and ensure legal compliance. These documents are crucial for various reasons, such as tax identification, operational permissions, and regulatory compliance. Understanding each of these documents will help ensure a smoother registration process and operational flow.

  • SS-4418 - Application for Amended Registration: This form is used if any details about your LLC change after initial registration. It helps keep the state updated with your current operational status and business details.
  • SS-4233 - Annual Report for LLPs: Required annually for LLPs to update the state on its status and activities. It includes updates on address, officers, and financial health.
  • IRS Form SS-4 - Application for Employer Identification Number (EIN): This IRS form is critical for tax purposes, allowing your LLP to hire employees, open business bank accounts, and pay taxes.
  • Operating Agreement: While not filed with the state, this internal document outlines the ownership and operating procedures of the LLP. It is vital for legal clarity among partners.
  • Zoning Compliance Document: Depending on your LLP’s location, you might need to prove your business complies with local zoning laws. This is essential for businesses with a physical presence.
  • Business License Application: Depending on the nature of your business, you may need specific licenses to operate legally in Tennessee or the local municipality.
  • Form 8832 - Entity Classification Election: Used by an LLP to elect how it will be taxed (as a corporation, partnership, or disregarded entity). Tax strategy is critical for legal and financial planning.
  • Permit Applications: Depending on your industry, you may need additional permits, such as health, safety, or environmental permits, to legally operate.
  • Trademark Registration Forms: If your LLP has a unique name, logo, or slogan, registering it as a trademark can protect your brand identity.

Collecting and filing all the necessary forms and documents can seem daunting, but it's a crucial step in safeguarding your business’s legal foundation. Always remember to seek out current versions of forms and consider consulting with legal or financial professionals to tailor your documentation to your business's specific needs. Being thorough and proactive in this stage can prevent complications down the line, ensuring that your partnership starts on solid ground.

Similar forms

The Tennessee SS-4482 form, an Application for Registration of a Limited Liability Partnership (LLP), shares similarities with the Application for Employer Identification Number (Form SS-4) used by the Internal Revenue Service (IRS). Both are foundational documents required by government agencies to formally recognize an entity's legal existence within respective frameworks. The SS-4482 facilitates a partnership's official registration with the state, entitling it to certain benefits and protections under state law, similar to how the SS-4 registers an entity for tax identification purposes, allowing it to hire employees, open bank accounts, and fulfill other financial responsibilities necessary for operation.

Another document comparable to the SS-4482 is the Articles of Organization often filed by Limited Liability Companies (LLCs). While the SS-4482 is specifically for registering Limited Liability Partnerships, both documents serve to establish the entity’s legal presence and structure within a state. They outline basic information such as the entity's name, principal office address, and registered agent, thus providing the state with necessary details to recognize the entity officially. The primary distinction lies in the type of business structure being established – LLP versus LLC, each coming with its unique blend of operational flexibility and liability protection for its members or partners.

The Business License Application is another document that mirrors the SS-4482 in its role of granting legal permission to operate within a jurisdiction. While the SS-4482 focuses on the formal establishment and registration of a partnership's legal structure, business license applications are geared towards obtaining the actual authority to conduct business in a specific area, city, or state. Both documents are essential steps in legitimizing a business operation but focus on different aspects – legal structure versus operational clearance.

Similarly, the Statement of Information (often required annually or biennially by states from corporations and LLCs) shares a purpose with the SS-4482 in keeping governmental records up to date. The SS-4482 initially registers the LLP and outlines its basic information and declared business intentions. In contrast, a Statement of Information typically provides updates on key business details such as current addresses, agent for service of process, and occasionally updates on directors or officers. Both documents ensure that the entity maintains good standing with the state through timely and accurate disclosures of vital information.

Lastly, the Declaration of Partnership Existence, though more common for general partnerships, parallels the SS-4482 in its intent to document and formalize the existence of a partnership arrangement. It lays out the partnership's structure, names of partners, and scope of the business, much like the SS-4482 details the formation and operation scope of a Limited Liability Partnership. Despite the different legal protections and obligations between general partnerships and LLPs, both documents play a crucial role in recognizing and defining the business’s legal status and operational guidelines within the state.

Dos and Don'ts

When filling out the Tennessee SS-4482 form for the registration of a Domestic Limited Liability Partnership (LLP), there are several best practices to follow as well as common pitfalls to avoid. Below are lists of do's and don'ts to help ensure the process is completed smoothly and accurately.

Do:
  • Read all instructions carefully before beginning to fill out the application to ensure you understand the requirements.
  • Ensure the name of the limited liability partnership includes “Registered Limited Liability Partnership”, “LLP”, or “L.L.P.” as required by Section 61-1-1003.
  • Provide the complete and accurate address for both the principal office and the mailing address if it's different. Remember to include the county.
  • List the name and complete address of the registered agent in Tennessee, as this is a crucial part of the application.
  • Give a brief yet clear statement of the business in which the partnership is engaged. This helps to clarify the partnership's purpose.
  • Review the form for any additional provisions that may be applicable to your particular partnership and fill them out accordingly.
  • If choosing a delayed effective date, ensure it is not later than the 90th day after the form is filed, in accordance with guidelines.
  • Check the number of partners at the time of filing and ensure it is accurate.
  • Include the signature and printed name of one or more authorized partners to validate the application.
  • Pay the appropriate filing fee, considering the minimum and maximum limits.
Don’t:
  • Don’t overlook the naming requirements for the LLP, as including the proper designation is mandatory.
  • Don’t leave any required fields blank; ensure all applicable sections are filled out completely.
  • Don’t use a P.O. Box for the principal office address; a physical street address is necessary.
  • Don’t ignore the details required for the registered agent and office in Tennessee; accurate information is crucial for legal notices.
  • Don’t provide vague details about the business’s nature; a clear understanding of the partnership’s engagement is necessary.
  • Don’t miss adding any additional designations if they are applicable to your partnership.
  • Don’t speculate about the number of partners; ensure the accuracy of the information provided.
  • Don’t forget to verify all information for completeness and accuracy before signing the form.
  • Don’t neglect to check for updates to the filing fee amount directly with the Secretary of State's office or the website, as fees may change.
  • Don’t submit without proofreading the entire form for any errors, omissions, or inaccuracies that could lead to processing delays.

Misconceptions

There are several misconceptions about the Tennessee SS-4482 form, which if not addressed, could potentially hinder the smooth establishment of a limited liability partnership (LLP) in Tennessee. Here's a breakdown of some common misunderstandings:

  • Every partner needs to sign the form. While it's true that the form requires attention to detail and accurate information, only one or more authorized partners are actually required to execute the form. This doesn't mean every partner must sign, but those who do should be authorized to make such decisions.
  • The filing fee is always $250. The $50.00 per member fee structure means the minimum fee is indeed $250, but this is based on a minimum of five members. The fee adjusts with the number of members, up to a maximum fee of $2,500.
  • Online filing is available. As of the last update, the SS-4482 must be mailed or delivered in person to the Secretary of State's office, highlighting the importance of planning to meet deadlines effectively.
  • The principal office address can be outside Tennessee. The form requires the principal office to be clearly listed, implying it needs a physical presence within Tennessee to support the local requirements for a registered agent and office.
  • “LLP” must be in the partnership name. While the name of the limited liability partnership must indicate its status as an LLP, businesses have the option to use “Registered Limited Liability Partnership”, "LLP", or "L.L.P." This provides flexibility in how the partnership identifies itself.
  • The registered agent must be a partner. The form asks for a registered agent and their office address in Tennessee, but this does not necessitate the agent being a partner. The agent can be any individual or company authorized to conduct business in Tennessee and agreed to accept legal documents on behalf of the partnership.
  • There's no provision for delayed effectiveness. Contrary to this belief, the form does allow for a declaration of a delayed effective date/time of the registration, offering strategic flexibility for planning purposes. However, it's crucial to note that the delayed date cannot be beyond 90 days after filing with the Secretary of State.

Dispelling these misconceptions is vital. Accurate understanding and compliance with the requirements will ensure a smoother process for registering a limited liability partnership in Tennessee. Always check the latest form instructions and seek professional advice if necessary to navigate the complexities of business registration.

Key takeaways

When considering the process of establishing a Registered Limited Liability Partnership (LLP) in Tennessee, there are several key takeaways from the SS-4482 form that are essential for ensuring both compliance and successful registration.

Firstly, understanding that the form serves as the foundation for registering a domestic LLP under the Tennessee Revised Uniform Partnership Act is fundamental. This insight provides a roadmap for the type of legal framework the partnership will operate under, highlighting the importance of compliance from the outset.

  • The filing fee structure is straightforward yet variable, basing the total due on the number of partners within the LLP, with a minimum and maximum fee cap. This ensures that businesses of different sizes contribute fairly towards administrative costs.
  • The requirement for the LLP's name to include “Registered Limited Liability Partnership,” or its abbreviations (“LLP” or “L.L.P.”), ensures clarity and legal recognition for the partnership's status.
  • Providing both a physical and, if applicable, a separate mailing address for the partnership's principal office is necessary. This distinction helps in maintaining an efficient correspondence chain with the state.
  • The appointment of a registered agent and the explicit detail of their office address within Tennessee are critical for legal service purposes. It establishes a direct point of contact for all statutory communications.
  • Describing the partnership's business activities offers transparency and informs the state of the partnership's operating domain. This can influence regulatory and tax obligations.
  • Including any other provisions, which may cover a wide array of operational or organizational specifics, allows partnerships to tailor their registration to fit their unique legal and operational structure.
  • The option for a delayed effective date of the partnership’s registration offers flexibility, permitting planning around fiscal years or other strategic timelines.
  • For partnerships formed before July 1, 1995, the option to elect governance under the Tennessee Limited Liability Partnership Act allows pre-existing entities to transition and avail themselves of the modern legal protections and structure offered.
  • The execution of the application by one or more authorized partners, with additional sheets if necessary, ensures that those with decision-making authority are acknowledging and consenting to the registration.

Overall, the SS-4482 form is a crucial document for businesses looking to establish a Registered Limited Liability Partnership in Tennessee. It not only structures the application process but also delineates the operational and legal framework within which the LLP will function. Ensuring accurate and thoughtful completion of this form is a significant step towards establishing a successful and compliant partnership in Tennessee.

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