Tennessee LLC at a glance
An LLC in Tennessee costs more to run than in most states for two reasons: the Secretary of State charges per member, and LLCs pay the state’s franchise and excise tax. For a small LLC the realistic yearly minimum is $400: the $300 annual report plus the $100 minimum franchise tax.
| Item | Tennessee rule |
|---|---|
| Formation document | Articles of Organization |
| State filing fee | $50 per member: $300 minimum, $3,000 maximum |
| Annual report | $50 per member: $300 minimum, $3,000 maximum |
| Annual report due | First day of the fourth month after the fiscal year ends (1 April for a calendar year) |
| Franchise tax | 0.25% of Tennessee net worth, $100 minimum |
| Excise tax | 6.5% of Tennessee taxable income |
| Franchise and excise return due | 15th day of the fourth month after the fiscal year ends |
| Registered agent | Required, at the registered office street address in Tennessee |
| Where to file | Tennessee Secretary of State, online or on paper; annual reports through TNCaB |
The filing fees are set by Tennessee Code 48-249-1007. The Secretary of State’s website blocked our checking tools, so we verified the fees against the Tennessee Code itself.
How to start an LLC in Tennessee
You start a Tennessee LLC by checking the name, appointing a registered agent and filing Articles of Organization with the Secretary of State. You then register for franchise and excise tax with the Department of Revenue.
- Choose and check the name. Under Tennessee Code 48-249-106, the name must contain "limited liability company", "L.L.C." or "LLC" and must not contain "corporation" or "incorporated". It must be distinguishable from other entities on the Secretary of State’s records, which you can check with the Tennessee Secretary of State business search. A name reservation costs $20.
- Appoint a registered agent. The agent must work at the registered office street address in Tennessee (see below). Our registered agent service covers this for owners outside the state.
- File the Articles of Organization. Pay $50 per member: $300 for one to six members, rising to a $3,000 cap. Our articles of organization guide explains each field.
- Sign an operating agreement. Tennessee does not collect it, but it records ownership, profit shares and who can sign.
- Get an EIN. The EIN is free from the IRS, and the Tennessee annual report asks for it. Without an SSN or ITIN you apply by fax, mail or the international phone line, as the IRS EIN page explains. Our EIN application service handles the no-SSN route.
- Register for franchise and excise tax and any other taxes, such as sales tax, with the Department of Revenue.
- Set up a TNCaB account. The Secretary of State says you must create an account in TNCaB, its online filing system, before you can file an annual report.
- Diary two deadlines: the annual report (1 April for a calendar-year LLC) and the franchise and excise return (15 April). Our compliance deadline calendar can remind you.
Prefer to hand it over? Our filing team checks the name, prepares and files the articles, arranges the agent and keeps the approved documents in your portal. The general process is in our how to start an LLC guide.
Tennessee LLC cost
A Tennessee LLC with one to six members costs $300 to form and at least $400 a year after that ($300 annual report plus the $100 minimum franchise tax). Larger LLCs pay $50 for each member on both the articles and the annual report, up to $3,000.
| Fee | Amount | When |
|---|---|---|
| Articles of Organization | $50 per member, $300 minimum, $3,000 maximum | At formation |
| Annual report | $50 per member, $300 minimum, $3,000 maximum | Every year |
| Minimum franchise tax | $100 | Every year with the franchise and excise return |
| Name reservation (optional) | $20 | Before filing |
| Change of registered agent or office | $20 | If it changes |
| Articles of amendment | $20 | If you change the articles |
| Certificate of existence | $20 | Any time |
| Notice of dissolution and articles of termination | $20 each | When you close |
The arithmetic for a single-member, calendar-year LLC formed in 2026: $300 at formation. By 1 April 2027 it files the first annual report ($300), and by 15 April 2027 its first franchise and excise return with at least $100 of franchise tax. From then on, expect at least $400 a year. An LLC with eight members pays $400 to form and $400 for each report, plus the tax. Compare this with other states in our LLC state fee comparison tool.
Tennessee LLC annual report
Every Tennessee LLC files an annual report with the Secretary of State on or before the first day of the fourth month after its fiscal year ends. For a calendar-year LLC that is 1 April. The fee is $50 per member, $300 minimum and $3,000 maximum.
Under Tennessee Code 48-249-1017, the report lists the LLC’s name and state of formation, its registered office and agent, its principal executive office, its managers and officers with addresses, its federal EIN, and the number of members if there are more than six. A change of principal office or registered agent reported on it takes effect as an amendment, without a separate filing.
If the report is not filed, the Secretary of State can start administrative dissolution. Under Tennessee Code 48-249-605, it sends written notice and the LLC has two months to correct the problem before it is dissolved.
Our LLC annual report service files the report and reminds you before the deadline.
Tennessee registered agent
Every Tennessee LLC must have a registered office in Tennessee and a registered agent at that same street address. Under Tennessee Code 48-249-109, the agent can be:
- an individual who lives in Tennessee;
- a Tennessee corporation, LLC, partnership or registered limited liability partnership; or
- a foreign corporation, LLC, partnership or registered limited liability partnership authorized to do business in Tennessee.
If the agent resigns or can no longer act, the LLC must promptly appoint another. Changing the agent or registered office costs $20, or you can report the change on the annual report. Owners outside Tennessee, and anyone who wants to keep a home address off the public record, usually use a commercial agent.
Tennessee franchise and excise tax
Tennessee LLCs pay two state business taxes on one return: franchise tax on net worth and excise tax on income. The Department of Revenue’s franchise and excise tax page lists LLCs among the entities that must register and pay.
- Franchise tax: 0.25% of Tennessee net worth, with a $100 minimum. The Department says the minimum is payable if you are registered through the Secretary of State, whether the company is active or inactive.
- Excise tax: 6.5% of Tennessee taxable income.
- Due date: the due dates and rates page sets the return on the 15th day of the fourth month after the books close (15 April for a calendar year), with a seven-month extension available. Quarterly estimates apply once the combined liability is $5,000 or more in both the prior and current years.
- Exemptions: the Department lists exempt entities and credits, including family-owned non-corporate entities (FONCE) and LLCs whose members are fully obligated for its debts. Whether one applies is a question for a licensed tax professional.
Tennessee also has sales tax at a 7% state rate plus local rates. The Department’s out-of-state dealer guidance says sellers with no physical presence who make $100,000 or more in sales to Tennessee customers in the previous 12 months must register and collect. Our sales tax registration service can file the application.
Forming a Tennessee LLC as a non-resident
You do not need to live in Tennessee or the US to form a Tennessee LLC. But the per-member fees and the $100 minimum franchise tax apply whether or not the LLC earns anything in Tennessee.
If you live outside the US and have no Tennessee operations, Wyoming or New Mexico usually cost far less each year. Our Wyoming vs Delaware vs New Mexico LLC comparison and best state for an LLC guide set out the numbers. An LLC formed elsewhere that does business in Tennessee must still register there as a foreign LLC and may owe franchise and excise tax.
- Form 5472: a single-member LLC owned by a foreign person files Form 5472 with a pro forma Form 1120 every year, even with no income, and cannot e-file it. The penalty for not filing is $25,000. See our Form 5472 guide.
- BOI: US-formed LLCs, including those owned by non-US persons, no longer report beneficial ownership to FinCEN under the final rule published 14 August 2026.
- Address: the agent’s address is for legal papers. Banks usually want a separate business address, which our US business address service provides.
How to dissolve an LLC in Tennessee
Closing a Tennessee LLC takes two Secretary of State filings, a Notice of Dissolution and Articles of Termination ($20 each), and a tax clearance from the Department of Revenue. Under Tennessee Code 48-249-612, the Secretary of State files the Articles of Termination only if they come with a tax clearance.
- File a Notice of Dissolution ($20). Under Tennessee Code 48-249-609, the LLC must then stop business except for winding up.
- Wind up: notify creditors, pay debts and distribute what remains to members.
- Get tax clearance. The Department of Revenue’s close your business page says you must file all returns to date, file a final franchise and excise return through the liquidation date and pay all tax, penalties and interest. The Department then issues the tax clearance certificate.
- File Articles of Termination ($20) with the tax clearance attached. They state the LLC’s name, its formation date, the reason for filing and whether creditors were notified.
- Close federal matters: file the final federal return (and final Form 5472 if foreign-owned) and ask the IRS to close the EIN account.
Our LLC dissolution service handles the state filings and tracks the tax clearance.
Doing it yourself vs using Borderless Filings
You can form a Tennessee LLC yourself with the Secretary of State for $300 (up to six members), file the annual report in TNCaB and file franchise and excise returns with the Department of Revenue.
What our service adds is preparation and checking before filing (name rules, member count, agent), submission by our filing team, tracking and secure document storage in your portal, the EIN without an SSN for non-residents, and reminders for both the 1 April report and the 15 April tax return. Prices are on our pricing page with the state fee at cost, and you can start your order once you have a name. Neighboring states include our Kentucky LLC, Georgia LLC, North Carolina LLC and Alabama LLC pages, and all states are on our US LLC states page.
Sources
- Tennessee Code 48-249-1007: Filing, service and copying fees
- Tennessee Code 48-249-1017: Annual report for Secretary of State
- Tennessee Code 48-249-106: LLC name
- Tennessee Code 48-249-109: Registered office and registered agent
- Tennessee Code 48-249-605: Administrative dissolution
- Tennessee Code 48-249-609: Notice of dissolution
- Tennessee Code 48-249-612: Articles of termination
- Tennessee Department of Revenue: Franchise and excise tax
- Tennessee Department of Revenue: Franchise and excise tax due dates and rates
- Tennessee Department of Revenue: Franchise and excise exemptions and credits
- Tennessee Department of Revenue: Close a business
- Tennessee Department of Revenue: Out-of-state dealers and marketplace facilitators
- IRS: Get an employer identification number
- IRS: Instructions for Form 5472
- FinCEN: Beneficial Ownership Information Reporting
Fees, deadlines and rules on this page were last checked on 27 September 2026.