When you need a Memphis LLC or business formation lawyer
Forming a business is two jobs. The first is filing: in Tennessee you create an LLC by filing Articles of Organization with the Secretary of State, and the fee is $50 per member with a $300 minimum and a $3,000 cap. You can do that yourself online. The second job is the part that protects you, choosing the right entity, writing an operating agreement among the owners, and setting up the company so your personal house and savings stay separate from business debts. That second job is where a Memphis business lawyer earns the fee.
A good formation lawyer does more than file paperwork. They help you decide between an LLC, an S-corp, and a C-corp based on how you plan to make money and pay yourself, draft an operating agreement that spells out ownership and what happens if a partner leaves, register you for Tennessee's franchise and excise tax, and flag licenses you need before you open. If you have a co-founder, the operating agreement is the single most important document you will sign.
Talk to a Memphis business formation lawyer if any of the following fits your situation.
- You are starting a company and want it set up so your personal assets are protected.
- You have a business partner and need an operating agreement that covers ownership, decisions, and exits.
- You are not sure whether an LLC, S-corp, or C-corp is right for your taxes.
- You are bringing in investors or issuing membership interests.
- You are buying an existing business or converting a sole proprietorship into an LLC.
- You need contracts, a noncompete, or an employment agreement drafted alongside the entity.
- You want to register a trademark for the business name at the same time.
- You missed an annual report or franchise-tax filing and need to fix it.
How forming a Tennessee LLC actually works
Step 1 is choosing a name and confirming it is available with the Secretary of State. Step 2: filing the Articles of Organization and naming a registered agent with a Tennessee address. Online filings usually process within a few business days. Step 3, the one people skip, is the operating agreement among the owners. Step 4 is getting an EIN from the IRS, opening a business bank account, and registering for Tennessee's franchise and excise tax. After that, you file an annual report with the state every year, with a $300 minimum fee, and pay the F&E tax. A lawyer can do the whole setup as a flat-fee package, and for a multi-owner business the operating agreement is worth doing carefully.
What this typically costs in Memphis
$750-$2,000
Flat-fee setup + agreement
$250-$450
Typical hourly rate
$300+/yr
Annual report fee
Most Memphis business lawyers bill $250 to $450 an hour, but formation is usually sold as a flat fee. A simple single-owner LLC setup with a basic operating agreement often runs $750 to $1,200; a multi-owner company with a custom operating agreement, ownership splits, and tax planning runs $1,500 to $2,000 or more. On top of legal fees you pay the state's filing fee, $50 per member with a $300 minimum, and every year after, the $300-minimum annual report plus the franchise and excise tax. Ask for the flat fee in writing and confirm whether it includes the operating agreement and the EIN.
What is specific about business formation in Tennessee and Memphis
- Per-member filing fee. Tennessee charges $50 per LLC member to file Articles of Organization, with a $300 minimum and a $3,000 maximum, so a multi-owner LLC can cost more upfront than in many states.
- $300 annual report. Every Tennessee LLC files an annual report with at least a $300 fee, due each year, and missing it can lead to administrative dissolution.
- Franchise and excise tax. Most Tennessee LLCs owe the state's franchise and excise (F&E) tax, an ongoing cost worth planning for with your accountant.
- Registered agent required. Every Tennessee LLC must list a registered agent with a physical Tennessee address to receive legal notices.
- Pass-through by default. A Tennessee LLC is taxed as a pass-through for federal purposes unless you elect otherwise, but the state F&E tax still applies, which is a key difference from no-income-tax assumptions.