Tennessee Form SS-4246 is the Notice of Dissolution that a domestic limited liability company files with the Secretary of State to begin winding down. The filing fee is $20, and submitting it is the first of two steps in dissolving a Tennessee LLC; the second is the Articles of Termination, which formally ends the company’s legal existence after its affairs are settled.1Tennessee Secretary of State. Business Forms and Fees
One boundary to clear up before you download anything: SS-4246 is listed on the Secretary of State’s site under Domestic Limited Liability Companies, not under corporations.1Tennessee Secretary of State. Business Forms and Fees A Tennessee for-profit corporation dissolves using SS-4410, Articles of Dissolution, which also costs $20 but follows the corporate statutes in Chapter 24. Grab the wrong form and it will be rejected.
Get Member Authorization Before You File
You cannot file SS-4246 until the LLC’s members have authorized the dissolution. If your operating agreement sets a vote threshold or procedure for dissolution, follow it. Most well-drafted agreements do.
If the operating agreement is silent, Tennessee’s LLC Act supplies default rules that generally require a member vote. Record the vote in written meeting minutes or a written consent signed by the approving members. The form itself asks you to confirm that dissolution was properly authorized, and the paper trail matters if a member or creditor later challenges the decision.
What Goes on Form SS-4246
Download the form directly from the Secretary of State’s Business Forms & Fees page under Domestic Limited Liability Companies.1Tennessee Secretary of State. Business Forms and Fees It’s a short PDF with a handful of fields:
- LLC name, exactly as it appears in the Secretary of State’s records. Even small differences in punctuation, spacing, or “LLC” versus “L.L.C.” can cause a rejection. Search the state’s business records online to confirm the exact name.
- The date dissolution was authorized. That’s the date members voted, not the date you’re filling out the form.
- A statement confirming the dissolution was properly approved under Tennessee law.
- Signature of an authorized member or manager, with the signer’s printed name and title beneath.
Check that the signature date is current and consistent with the authorization date. A signature dated before the members voted is an obvious inconsistency that can delay processing.
How to Submit the Form
Deliver the completed SS-4246 to the Tennessee Secretary of State with the $20 filing fee.1Tennessee Secretary of State. Business Forms and Fees You can mail it or hand-deliver it to the Secretary of State’s office in Nashville. If mailing, make the check or money order payable to the Tennessee Secretary of State.
Tennessee also offers online filing for many business documents. Check the Secretary of State’s website to confirm whether the Notice of Dissolution is available for electronic filing when you’re ready, since the online options have expanded in recent years.
What Filing SS-4246 Actually Does
Filing the Notice of Dissolution does not end the LLC. The company keeps existing as a legal entity, but only to wind up its affairs.2Justia. Tennessee Code 48-249-609 – Filing Notice of Dissolution Regular business stops. What remains is collecting receivables, paying creditors, closing out contracts, distributing what’s left to members, and closing licenses and permits. Taking on new customers or new ventures is off the table.
Order matters when you pay debts. Secured creditors with liens on specific LLC property get paid from that collateral first. Unsecured creditors come next. Members receive distributions only after all liabilities are settled. Handing assets to members while creditors remain unpaid can expose those members to personal liability for the LLC’s debts.
Notifying Creditors
This step gets skipped often and costs the most when it does. Tennessee’s dissolution framework gives you two tools for cutting off future claims.
Known Claimants
Send written notice of the dissolution to anyone you know may have a claim: vendors owed money, landlords, lenders, contractors with pending invoices. For Tennessee for-profit corporations the statute spells out exactly what the notice must include: a description of the information required in a claim, whether the claim is admitted or disputed, a mailing address, and a deadline no shorter than four months for the claimant to respond.3Justia. Tennessee Code 48-24-106 – Known Claims Against Dissolved Corporation Tennessee LLCs should follow the same approach to protect themselves.
Unknown Claimants
For creditors you don’t know about, the corporate statute allows a one-time notice published in a newspaper of general circulation in the county of the principal office. The notice must describe what a claim needs to include, give a mailing address, and state that any claim will be barred unless the claimant files a legal proceeding within two years of the publication date.4Justia. Tennessee Code 48-24-107 – Unknown Claims Against Dissolved Corporation Publishing is optional, but it creates a hard deadline. Skip it and exposure to unknown claims can stretch for years.
Tax Clearance and Final Returns
You have to satisfy both the Tennessee Department of Revenue and the IRS before the dissolution finishes.
File a final franchise and excise tax return with the Department of Revenue and check the “final return” box on the first page. The Department reviews the account, and once liabilities are satisfied it issues a tax clearance certificate. That certificate has to go to the Secretary of State. Without it, your final Articles of Termination will not be processed.5Tennessee Department of Revenue. Inactive Business, Final Return, and Closing Your Account If the LLC held a sales tax permit or collected other state taxes, close those accounts as well and remit any balances due.
On the federal side, if the LLC elected to be taxed as a corporation, file IRS Form 966 within 30 days of adopting the dissolution resolution, with a certified copy of the resolution attached. Form 966 is a notification and does not replace a final income tax return.6Internal Revenue Service. Form 966 Corporate Dissolution or Liquidation You still file a final federal income tax return regardless of how the LLC is taxed: a final Form 1120 if taxed as a corporation, a final Form 1065 if taxed as a partnership, with the “final return” box checked.7Internal Revenue Service. Starting or Ending a Business If the LLC had employees, file final employment tax returns and issue W-2s for the final year of wages paid.8Internal Revenue Service. Closing a Business
Finishing With the Articles of Termination
SS-4246 starts the process. The Articles of Termination ends it. After you’ve wound up the LLC’s affairs, paid all debts, distributed what remains, obtained the tax clearance certificate, and let the creditor notice periods run, file the Articles of Termination with the Secretary of State. That filing extinguishes the LLC’s legal existence.
Until the Articles of Termination is filed and accepted, the LLC still exists on paper. It can still owe annual report fees and remain subject to administrative obligations. Move through the winding-up steps without letting them drift, or you’ll keep paying to maintain an entity that no longer earns anything.