Form an LLC in Tennessee
Everything you need to know about forming an LLC in Tennessee. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Name for Your LLC
Select a unique business name that includes 'Limited Liability Company,' 'LLC,' or 'L.L.C.' and is distinguishable from other registered entities in Tennessee. Use the Tennessee Secretary of State's online name search tool to verify availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Tennessee who is available during normal business hours to receive legal documents and official state correspondence on behalf of your LLC. The agent can be an individual Tennessee resident or a qualified commercial registered agent service.
15 minutes
File Articles of Organization
Submit the Articles of Organization (Form SS-4270) to the Tennessee Secretary of State's Division of Business Services online, by mail, or in person, along with the required filing fee of $300 per member (minimum $300, maximum $3,000). The form requires the LLC name, principal office address, registered agent information, and member/organizer details.
1 hour
Draft an Operating Agreement
Although not legally required by Tennessee law, it is strongly recommended to create a written operating agreement that outlines ownership structure, member responsibilities, profit and loss distribution, and management procedures. This internal document helps prevent disputes and establishes your LLC's credibility.
2-4 hours
What's Next After Filing
Once your LLC is officially formed, you'll want to complete these important steps:
- •Obtain an EIN from the IRS — Apply for a Federal Employer Identification Number (EIN) from the IRS, which is required for opening a business bank account, hiring employees, and filing federal and state taxes. Single-member LLCs without employees may still benefit from obtaining an EIN to separate personal and business finances.
- •Register for State Taxes — Register with the Tennessee Department of Revenue for applicable state taxes, including sales and use tax if you sell taxable goods or services, and business tax if your annual gross receipts exceed $3,000. Tennessee does not impose a personal income tax on LLC pass-through earnings, but the state franchise and excise tax may apply to your LLC.
- •File Annual Reports and Maintain Compliance — File your annual report with the Tennessee Secretary of State each year by April 1st and pay the $300 per-member annual report fee (minimum $300, maximum $3,000) to keep your LLC in good standing. Obtain any required local business licenses or permits specific to your industry and county or municipality.
Advantages
- ✓Tennessee has no personal income tax on wages or investment income (fully eliminated as of 2021), benefiting LLC members who receive pass-through income
- ✓Single-member LLCs are permitted, making it accessible for solo entrepreneurs seeking liability protection
- ✓Members enjoy strong personal liability protection separating personal assets from business debts and obligations
- ✓Tennessee's online filing system through the Secretary of State makes formation and annual report filing relatively straightforward and efficient
Considerations
- •The filing fee of $300 per member (up to $3,000) is higher than many other states, making multi-member LLCs more expensive to form and maintain annually
- •LLCs with taxable nexus may be subject to both the Tennessee excise tax (6.5% of net earnings) and franchise tax ($0.25 per $100 of net worth/property), adding complexity and cost
- •Tennessee requires annual report filings with fees every year, and failure to file can result in administrative dissolution of the LLC
Annual Obligations
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