Benefits of Starting an LLC in Tennessee
Tennessee offers several compelling reasons to form your LLC in the Volunteer State, from its tax structure to flexible entity options.
No State Income Tax
Tennessee does not impose a state income tax on personal income, meaning LLC profits passed through to members are not subject to a state-level income tax.
Series LLC Available
Tennessee allows the formation of series LLCs, letting you create separate “series” within a single LLC, each with its own assets, liabilities, and members.
No Publication Requirement
You do not need to publish a notice of formation in a newspaper, saving you hundreds of dollars and weeks of waiting that other states require.
Instant Online Filing
Filing your articles of organization online through the Tennessee Secretary of State results in immediate to same-day processing, so your LLC can be up and running fast.
Quick Facts About Tennessee LLCs
1Name Your Tennessee LLC
Every Tennessee LLC name must be distinguishable from other business entities on file with the Secretary of State. Your name must also include a designator such as “LLC,” “L.L.C.,” or “Limited Liability Company.”
Before settling on a name, search the Tennessee business entity database to confirm your desired name is available. The search is free and takes seconds.
Tennessee LLC names cannot include words that imply the business is a government entity or use restricted terms like “Bank,” “Insurance,” or “University” without proper authorization.
Reserving Your LLC Name
If you are not ready to file immediately, you can reserve your LLC name for 120 days for a $20 fee. This locks in your name while you finalize your plans.
2Choose a Registered Agent in Tennessee
Tennessee requires every LLC to designate a registered agent who can accept legal documents and official correspondence on behalf of your business. Your registered agent must have a physical street address in Tennessee. P.O. Boxes are not acceptable.
Your registered agent must be either an individual who resides in Tennessee or a business entity authorized to do business in the state.
You have three options for your registered agent:
- Be your own registered agent. Free, but your name and address become part of the public record, and you must be available at that address during business hours.
- Appoint a trusted person. A friend, family member, or business associate in Tennessee can serve, as long as they have a qualifying physical address and availability.
- Hire a professional registered agent service. This keeps your personal address off public filings and ensures you never miss a legal notice. Professional services typically cost $50 to $300 per year. You can compare Tennessee registered agent services to find the right fit.
Yes. Tennessee law requires every LLC to maintain a registered agent with a physical street address in the state at all times. If you do not designate one, you cannot file your articles of organization.
Our Pick for Registered Agent
Northwest Registered Agent
Northwest provides a Tennessee street address, scans and forwards all legal documents, and shields your personal address from public filings.
We recommend Northwest for their transparent pricing, privacy-first approach, and responsive customer support.
3File Your Articles of Organization with Tennessee
The articles of organization (Form SS-4270) is the official document that legally creates your Tennessee LLC. You file it with the Tennessee Secretary of State, Business Services Division.
Your articles of organization must include:
- LLC name with a proper designator (LLC, L.L.C., or Limited Liability Company)
- Principal office address
- Registered agent name and physical address
- Whether the LLC is member-managed or manager-managed
- Name and address of the organizer
- Effective date (if different from the filing date)
Online filing is the fastest option and gets your LLC approved almost instantly. If you prefer to file by mail, download the form and send it with a check or money order payable to the Tennessee Secretary of State.
Mail Filing Address
Tennessee Secretary of State
Business Services Division
6th Floor, Snodgrass Tower
312 Rosa L. Parks Ave
Nashville, TN 37243
Want someone to handle all this for you?
ZenBusiness
ZenBusiness prepares and files your Tennessee articles of organization, handles compliance reminders, and gets you up and running without the paperwork.
Their free starter plan covers formation filing and a year of registered agent service, making it the most affordable hands-off option.
4File Your Articles with the County Register of Deeds
Tennessee has a unique requirement that most states do not share. After filing your articles of organization with the Secretary of State, you must also file a copy with the county Register of Deeds in the county where your LLC’s principal office is located.
This county filing should be done at the time you file your state formation documents. The recording fee varies by county, typically ranging from $5 to $20.
5Get an EIN for Your Tennessee LLC
An Employer Identification Number (EIN) is a federal tax ID for your business. You need one to open a business bank account, hire employees, and file taxes. The IRS issues EINs for free.
Apply directly on the IRS website during business hours (Mon-Fri, 7 a.m. to 10 p.m. ET). You will receive your EIN immediately upon completing the online application.
6Draft an Operating Agreement for Your Tennessee LLC
Tennessee does not legally require an operating agreement, but you should absolutely have one. This internal document defines how your LLC is owned, managed, and operated. Without one, Tennessee’s default LLC statutes govern your business, and those defaults may not align with your intentions.
Your operating agreement should address:
- Ownership percentages and capital contributions
- How profits and losses are distributed
- Member voting rights and decision-making procedures
- Rules for adding or removing members
- Dissolution procedures
Even single-member LLCs benefit from an operating agreement. It reinforces the separation between you and the business, which strengthens your liability protection.
It is not legally required, but it is strongly recommended. Banks often request one when you open a business account, and it serves as the governing document that protects all members’ interests. Without one, state default rules apply.
7Open a Business Bank Account
Keeping your personal and business finances separate is essential. Open a dedicated business bank account as soon as your LLC is approved and you have your EIN.
Bring the following to your bank appointment:
- Approved articles of organization
- Your EIN confirmation letter
- Operating agreement
- Government-issued photo ID
How Much Does a Tennessee LLC Cost
Tennessee’s formation fee is above the national average, and the $300 annual report keeps ongoing costs significant. Here is a full breakdown of what to expect.
| Item | Cost | Frequency | Notes |
|---|---|---|---|
| Articles of Organization (online) | $300 | One-time | Filed with the Secretary of State |
| Articles of Organization (mail) | $300 | One-time | 3-5 business days processing |
| County Register of Deeds Filing | $5-$20 | One-time | Required; varies by county |
| Name Reservation | $20 | One-time | Optional; reserves name for 120 days |
| Registered Agent | $0-$300/year | Annual | Free if you self-designate; $50-$300 for a professional service |
| EIN | $0 | One-time | Free from the IRS |
| Operating Agreement | $0-$200 | One-time | Free if self-drafted; paid if using a lawyer or service |
| Annual Report | $300 | Annual | Due by the 1st day of the 4th month after fiscal year end |
| Certificate of Good Standing | $20 | As needed | Requested when needed for banking or contracts |
Articles of Organization (online)
$300 · One-timeFiled with the Secretary of State
Articles of Organization (mail)
$300 · One-time3-5 business days processing
County Register of Deeds Filing
$5-$20 · One-timeRequired; varies by county
Name Reservation
$20 · One-timeOptional; reserves name for 120 days
Registered Agent
$0-$300/year · AnnualFree if you self-designate; $50-$300 for a professional service
EIN
$0 · One-timeFree from the IRS
Operating Agreement
$0-$200 · One-timeFree if self-drafted; paid if using a lawyer or service
Annual Report
$300 · AnnualDue by the 1st day of the 4th month after fiscal year end
Certificate of Good Standing
$20 · As neededRequested when needed for banking or contracts
How Does Tennessee Compare
Tennessee Filing Fee
$300
National Average
$127
Tennessee’s filing fee is well above the national average. However, the absence of a state income tax and the availability of instant online processing help offset this upfront cost for many business owners.
Tennessee LLC Taxes
Tennessee does not impose a state income tax on personal income. LLC profits that pass through to members are not subject to a state-level income tax, which is a significant advantage over most other states.
However, Tennessee does impose two business-level taxes that LLC owners must understand.
Franchise and Excise Tax
Tennessee levies a franchise tax of 0.25% on the greater of your LLC’s net worth or the book value of real or tangible property owned or used in Tennessee. The minimum franchise tax is $100 per year, regardless of your LLC’s size.
In addition to the franchise tax, Tennessee imposes an excise tax of 6.5% on net earnings. These two taxes are filed together on the same return and apply to most LLCs doing business in the state. Single-member LLCs that are disregarded for federal tax purposes and certain very small LLCs may qualify for exemptions, so check with the Tennessee Department of Revenue for your specific situation.
Sales Tax
Tennessee has a 7% state sales tax rate. Local jurisdictions add their own rates on top of that, making the combined rate one of the highest in the country in many areas. If your LLC sells taxable goods or services, you must register with the Tennessee Department of Revenue and collect sales tax.
Business Tax License
Most Tennessee businesses must register with the Department of Revenue for a business tax license. If your LLC’s gross receipts are between $3,000 and $100,000, you need a minimal activity license. Gross receipts of $100,000 or more require a standard business license. The initial registration fee paid to your local county or municipal clerk is $15.
Federal Tax Classification
By default, a single-member Tennessee LLC is treated as a disregarded entity (taxed as a sole proprietorship) for federal purposes. Multi-member LLCs are taxed as partnerships. You can elect S-corp or C-corp taxation by filing the appropriate forms with the IRS.
Tennessee does not tax personal income, so LLC pass-through income is not subject to state income tax. However, your LLC is likely subject to a franchise tax (0.25% of net worth, minimum $100) and an excise tax (6.5% of net earnings). You also need to collect sales tax if selling taxable goods or services.
After Forming Your Tennessee LLC
Annual Report
Tennessee requires every LLC to file an Annual Report with the Secretary of State. The fee is $300 per year. The report is due on or before the first day of the fourth month following the end of your LLC’s fiscal year. For most LLCs using a calendar fiscal year, this means the deadline is April 1st.
You can file your Annual Report online through the Tennessee Secretary of State’s portal.
There is no late fee for missing the deadline, but Tennessee’s Secretary of State may begin administrative dissolution proceedings if your report is not filed within two months after it is due. You will receive a notice and have a two-month grace period to correct the filing before dissolution occurs.
BOI Reporting
As of March 2025, FinCEN revised the Beneficial Ownership Information (BOI) reporting rule so that it only applies to companies formed outside the United States. Domestic LLCs formed in Tennessee are exempt from BOI reporting requirements.
Franchise and Excise Tax Returns
Remember that the Annual Report and the franchise and excise taxes are separate obligations. The $300 annual report is filed with the Secretary of State, while franchise and excise taxes are filed with the Tennessee Department of Revenue. Keep both deadlines on your calendar.
Yes. Tennessee LLCs must file an Annual Report every year with the Secretary of State. The fee is $300. For calendar-year LLCs, the deadline is April 1st. Failure to file can lead to administrative dissolution after a grace period.
Dissolving or Reinstating a Tennessee LLC
If you decide to close your Tennessee LLC, you must file articles of dissolution with the Secretary of State. The filing fee is $20. Before filing, make sure you settle all debts, distribute remaining assets, and file final tax returns with both the state and the IRS.
If your LLC was administratively dissolved for failing to file annual reports, you can apply for reinstatement. The reinstatement fee is $70, plus all delinquent annual report fees. Depending on how many years were missed, this total can add up quickly.
A Tennessee LLC does not have an automatic expiration date. It remains active indefinitely as long as you file your Annual Report and maintain compliance. However, the Secretary of State can administratively dissolve your LLC if you fail to file required reports.
Frequently Asked Questions
The state filing fee is $300 for the articles of organization, whether you file online or by mail. You also need to file a copy with your county Register of Deeds for $5 to $20. Optionally, a name reservation costs $20, and a professional registered agent service runs $50 to $300 per year. After formation, the Annual Report costs $300 each year.
Online filings are processed immediately to same-day. Mail filings take 3 to 5 business days. Tennessee does not offer an expedited filing option, but since online processing is already near-instant, there is little need for one.
Yes. Tennessee fully supports single-member LLCs. There is no requirement to have multiple owners. A single-member LLC is treated as a disregarded entity for federal tax purposes by default, meaning you report business income on your personal tax return.
Tennessee is attractive because it has no state income tax, offers instant online filing, and allows series LLCs. The main drawbacks are a $300 formation fee and $300 annual report (both above average), plus the franchise and excise taxes that apply to most businesses. If you live and operate in Tennessee, forming your LLC here is almost always the right move.
