To file Articles of Dissolution in Tennessee, submit Form SS-4410 (for-profit corporation) or, for an LLC, Form SS-4246 Notice of Dissolution followed later by Form SS-4245 Articles of Termination, to the Secretary of State’s Business Services Division. Each filing costs $20. Before the Secretary of State will accept the paperwork, the Tennessee Department of Revenue must confirm that all state taxes and returns are current, and your owners must have formally authorized the dissolution under your entity’s own rules.1Tennessee Secretary of State. Business Forms and Fees
Authorize the Dissolution Internally First
The state forms ask you to certify that dissolution was properly approved, so this step comes before anything else.
For a Tennessee for-profit corporation, the board of directors proposes dissolution and recommends it to the shareholders, who then vote. Unless the corporate charter sets a higher bar, approval requires a majority of all votes entitled to be cast on the proposal.2Justia. Tennessee Code 48-24-102 – Dissolution by Board of Directors and Shareholders Save the board minutes and the shareholder vote — you’ll attach a copy of the resolution or written consent to the filing.3Justia. Tennessee Code 48-24-103 – Articles of Dissolution
For an LLC, the operating agreement controls. If it spells out a dissolution trigger or procedure, follow it. If the LLC documents don’t set a threshold and members must vote, dissolution requires approval by a majority of the members.4Justia. Tennessee Code 48-249-603 – Nonjudicial Dissolution by Members The statute also recognizes dissolution triggered by events written into the LLC documents themselves.5Justia. Tennessee Code 48-249-601 – Dissolution
Clear Your Taxes With the Department of Revenue
The Secretary of State requests a tax clearance verification from the Department of Revenue confirming that the business has filed all required returns and paid all taxes and penalties. Without that clearance, the filing gets rejected and returned to you.6Tennessee Secretary of State. Application for Certificate of Withdrawal
Good standing means you’ve filed all required annual reports, paid all fees to the Secretary of State, and satisfied all franchise and excise taxes owed to the state.7Tennessee Secretary of State. What Is Good Standing The clearance process can take several weeks, so start it early. The Department of Revenue publishes guidance on closing state tax accounts, including marking final returns and using the “close account” option inside TNTAP.8Tennessee Department of Revenue. GEN-5 – Closing a Business
File the Right Form for Your Entity
The form numbers and process differ by entity type, and LLCs file twice.
For-Profit Corporations
File Form SS-4410, Articles of Dissolution. The form asks for the corporation’s name, the date dissolution was authorized, confirmation that shareholders approved, and a copy of the resolution or written consent.3Justia. Tennessee Code 48-24-103 – Articles of Dissolution If the corporation was formed but never began operations, incorporators or initial directors use Form SS-4423 instead. Either filing costs $20.1Tennessee Secretary of State. Business Forms and Fees
LLCs
LLC dissolution runs in two stages. First, file Form SS-4246, Notice of Dissolution, telling the state the LLC has dissolved and is winding up.9Tennessee Secretary of State. Notice of Dissolution – Limited Liability Company Once winding up is complete — debts settled, remaining assets distributed — file Form SS-4245, Articles of Termination, to end the LLC’s existence. Each filing costs $20.1Tennessee Secretary of State. Business Forms and Fees
How to Submit
You can file online, by mail, or in person. Online submissions typically process within a few business days; mailed filings can take several weeks. Mail goes to the Business Services Division at 312 Rosa L. Parks Ave., 6th Floor, Nashville, TN 37243. Pay by check or money order for mailed filings, or by credit card online. The business name on the form must match state records exactly, including punctuation and spacing, or the filing will be rejected.
Notify Creditors to Cut Off Future Claims
Tennessee lets a dissolved business shorten the window for creditor claims, but only if the notice procedures are followed.
For creditors you know about, a dissolved corporation may send written notice after dissolution takes effect. The notice must describe how to submit a claim and set a deadline no earlier than four months from the date of the notice. Claims not submitted by the deadline can be barred.10Justia. Tennessee Code 48-24-106 – Known Claims Against Dissolved Corporation LLCs have a parallel written notice procedure under the Revised Limited Liability Company Act.11Justia. Tennessee Code 48-249-611 – Known and Unknown Claims Against LLC
For creditors you can’t identify, both corporations and LLCs can publish a notice of dissolution in a newspaper of general circulation in the county where the business has, or last had, its principal office. The notice must state that claims against the business will be barred unless the claimant files a legal proceeding within two years of publication.12Justia. Tennessee Code 48-24-107 – Unknown Claims Against Dissolved Corporation Publication is optional. If an LLC skips it, claimants can pursue members who received liquidation distributions for up to three years after the Articles of Termination are filed.11Justia. Tennessee Code 48-249-611 – Known and Unknown Claims Against LLC
Handle the Federal IRS Steps
State dissolution doesn’t close out your federal accounts. A corporation that adopts a resolution or plan to dissolve must file IRS Form 966 within 30 days of adopting the resolution, and file a new Form 966 within 30 days of any later amendment.13Internal Revenue Service. Form 966 – Corporate Dissolution or Liquidation
File a final federal income tax return for the year the business closes. Corporations check the “final return” box on Form 1120 or 1120-S. Partnerships check it on Form 1065 and mark “final K-1” on each Schedule K-1. Form 941 filers check the closure box and enter the date final wages were paid on line 17; Form 940 filers check box “d” in the Type of Return section.14Internal Revenue Service. Closing a Business
The IRS won’t cancel an EIN — once assigned, it’s permanent — but you can deactivate the account by sending a letter with the entity’s legal name, EIN, address, and reason for deactivating, after filing all outstanding returns and paying any taxes owed. Send the letter to the IRS at MS 6055, Kansas City, MO 64108, or MS 6273, Ogden, UT 84201.15Internal Revenue Service. If You No Longer Need Your EIN
What Happens if You Don’t File
Walking away without filing is the most common mistake. An entity that never files stays active in state records. Franchise and excise taxes keep accruing. Annual report deadlines keep passing. Fees keep stacking up even with no one running the business.
The Secretary of State may eventually administratively dissolve the entity for failing to file annual reports, lacking a registered agent, or other compliance failures.16Tennessee Secretary of State. All Frequently Asked Questions for Businesses Administrative dissolution is not the same as voluntary dissolution. It doesn’t wipe out outstanding debts or penalties, and it leaves the entity unable to conduct business while still responsible for what it owes. Getting back to a clean status later requires Form SS-9410, Application for Reinstatement, a $70 filing fee, and payment of all back fees, reports, and penalties.1Tennessee Secretary of State. Business Forms and Fees
Finish Winding Up After the Filing
Once the Secretary of State approves the dissolution, future annual reports and ongoing state fees stop. A dissolved entity still exists for the limited purpose of winding up: settling debts, defending lawsuits, and distributing whatever remains. Pending litigation continues, and any resulting judgments are paid from company assets.
Distribute remaining assets only after known debts are settled. Corporations must satisfy creditor claims before making shareholder distributions; LLCs pay creditors before distributing to members. If shareholders receive liquidating distributions of $600 or more in cash or property, report those on IRS Form 1099-DIV, using Box 9 for cash and Box 10 for noncash distributions at fair market value.17Internal Revenue Service. Instructions for Form 1099-DIV Distributing assets before known claims are settled can leave shareholders or members personally liable up to the amount they received.
Terminate leases, cancel business licenses and permits, and notify the agencies that regulate your industry. Keep dissolution records, tax filings, and financial statements for at least three to seven years. Given the two-year window for unknown claims against corporations, and the three-year exposure for LLCs that skip newspaper publication, the longer end of that range is the safer choice.