To register an LLC in Tennessee, file Articles of Organization (Form SS-4270) with the Tennessee Secretary of State and pay a filing fee that starts at $300.1Tennessee Secretary of State. Articles of Organization Limited Liability Company SS-4270 Before you file, you need a compliant business name and a registered agent with a Tennessee street address. After the state accepts your filing, a few more steps keep the LLC in good standing: getting a federal tax ID, registering for state franchise and excise tax, and filing an annual report every year.
Pick a Name That Clears State Rules
Your LLC’s name has to include “Limited Liability Company” or an abbreviation like “LLC” or “L.L.C.”1Tennessee Secretary of State. Articles of Organization Limited Liability Company SS-4270 It also has to be distinguishable from every other business entity already on file with the Secretary of State.2Justia Law. Tennessee Code 48-249-106 – Name Search the Secretary of State’s online business database first to see whether the name you want is available.
If the name you want is too close to an existing one, you can request written consent from that entity and submit it with your filing. Not ready to file yet? Reserve the name by submitting Form SS-9425 with a $20 fee.3Tennessee Secretary of State. Business Forms and Fees
Appoint a Registered Agent in Tennessee
Every Tennessee LLC needs a registered agent to receive legal documents and official state correspondence.4Justia Law. Tennessee Code 48-249-109 – Registered Office and Registered Agent The agent must have a physical street address in Tennessee. A P.O. box doesn’t qualify. You have three options: serve as your own agent, name another individual who lives in the state, or hire a commercial registered agent service authorized to do business in Tennessee.
The agent’s name and address become part of the public record. If the agent ever resigns or can’t serve, name a replacement promptly so the LLC always has one on file.
File the Articles of Organization
The Articles of Organization is the document that formally creates your LLC. Tennessee uses Form SS-4270. The form asks for:
- The full legal name of the LLC
- The principal office street address
- The registered agent’s name and Tennessee street address
- The management structure (member-managed, manager-managed, or director-managed)
- The number of members on the date of filing (this sets your fee)
- Whether the LLC will exist indefinitely or for a set period
- The effective date, which can be the filing date or a future date you choose
The management structure matters because it determines who can sign contracts and bind the company. In a member-managed LLC, every member shares that authority. In a manager-managed LLC, only the designated managers have it; members who aren’t managers can’t bind the company. A director-managed structure works more like a corporate board, with directors overseeing operations.5Justia Law. Tennessee Code 48-249-202 – Articles of Organization An organizer signs the form to confirm the information is accurate. Incomplete or inaccurate forms get rejected.
What You’ll Pay to File
Tennessee charges $50 per member listed on the Articles of Organization, with a minimum of $300 and a maximum of $3,000.6Tennessee Secretary of State. Articles of Organization Limited Liability Company – Filing Fee A single-member LLC still pays the $300 floor. The fee only climbs above $300 once you have more than six members, and it caps out at $3,000 for an LLC with 60 or more members.
You can file two ways. Online filings go through the Secretary of State’s e-filing portal at tncab.tnsos.gov, with payment by credit card, debit card, or e-check; these are usually processed faster. Mail filings go to the Secretary of State’s Business Services Division with a check or money order. The payment has to match the member count on the form, or the filing is rejected.
Once the state processes your filing, you’ll receive a stamped copy of the Articles of Organization or an electronic confirmation. That’s your proof the LLC exists and can do business in Tennessee.
Get an EIN From the IRS
An Employer Identification Number is a federal tax ID issued by the IRS. Any multi-member LLC needs one, because the IRS treats multi-member LLCs as partnerships for federal tax purposes and they have to file a partnership return.7Internal Revenue Service. Single Member Limited Liability Companies A single-member LLC without employees or excise tax obligations can technically use the owner’s Social Security number for federal income tax, but most owners still get an EIN because banks typically require one to open a business account.8Internal Revenue Service. Employer Identification Number
You can apply on the IRS website for free, and the number comes back immediately. Keep it handy: you’ll need it to register for state taxes, open a business bank account, and hire employees.
Register for Tennessee Franchise and Excise Tax
Tennessee imposes franchise and excise tax on most entities that give their owners limited liability, including LLCs. This is separate from federal income tax and is one of the biggest ongoing costs of running a Tennessee LLC.
The franchise tax is 0.25% of the LLC’s net worth (or the value of its real and tangible Tennessee property, whichever is greater), with a minimum of $100 per year. The excise tax is 6.5% of net earnings from business conducted in Tennessee.
You have to register with the Tennessee Department of Revenue within 15 days of becoming subject to the tax, which generally means within 15 days of forming your LLC or starting operations.9Tennessee Department of Revenue. Franchise and Excise Tax Manual Registration and filing both run through the Tennessee Taxpayer Access Point (TNTAP). The return is due on the 15th day of the fourth month after your fiscal year ends; for a calendar-year LLC, that’s April 15.
Even a single-member LLC that’s a disregarded entity for federal income tax generally has to file a separate Tennessee franchise and excise return.9Tennessee Department of Revenue. Franchise and Excise Tax Manual The exception is a single-member LLC whose sole owner is a corporation; in that case, the LLC is included in the corporation’s return.
File an Annual Report Every Year
Tennessee requires every LLC to file an annual report with the Secretary of State. It’s due by the first day of the fourth month after the close of the LLC’s fiscal year, which means April 1 for most calendar-year LLCs.1Tennessee Secretary of State. Articles of Organization Limited Liability Company SS-4270 The fee follows the same formula as the initial filing: $300 minimum, $50 extra per member above six, up to $3,000.10Tennessee Secretary of State. Frequently Asked Questions for Businesses The report updates the state on your LLC’s current management, address, and registered agent.
Skip the report and the state can administratively dissolve your LLC, revoking its authority to do business.11Justia Law. Tennessee Code 48-249-606 – Reinstatement Following Administrative Dissolution During dissolution you lose the legal protections and standing that come with being registered.
Put an Operating Agreement in Writing
Tennessee doesn’t require you to file an operating agreement with the state, but the law authorizes LLCs to adopt one, and it can take effect as early as the date the LLC is formed.12Justia Law. Tennessee Code 48-249-203 – Operating Agreement This internal document covers how profits and losses are divided, how decisions get made, what happens when a member leaves, and how disputes are resolved.
Without one, Tennessee’s default LLC rules fill the gaps, and those defaults may not match what the members actually want. The default rules may split profits equally among members regardless of how much each person contributed. A written agreement overrides the defaults and gives you a reference point if disagreements come up. Banks often want to see it when you open an account.13U.S. Small Business Administration. Open a Business Bank Account
If You’ll Have Employees
Hiring brings extra requirements beyond the EIN. You have to report each new hire within 20 days of their start date, and that information feeds the National Directory of New Hires, which agencies use for child support enforcement and related purposes.14The Administration for Children and Families. New Hire Reporting Tennessee may use a shorter reporting window, so confirm the deadline with the state’s Department of Labor and Workforce Development.
Federal law also requires certain workplace posters where employees can see them. Nearly every employer has to post notices for the Fair Labor Standards Act, the Occupational Safety and Health Act, and the Employee Polygraph Protection Act.15U.S. Department of Labor. Workplace Posters Employers with 50 or more employees have to add the Family and Medical Leave Act notice. The U.S. Department of Labor offers all required federal posters for free on its website.
Open a Business Bank Account
Once the LLC is registered and you have an EIN, open a dedicated business bank account. Keeping business and personal money separate protects the liability shield; if you mix funds, a court could decide the LLC structure doesn’t actually protect your personal assets.
Banks usually ask for:13U.S. Small Business Administration. Open a Business Bank Account
- Your EIN confirmation letter from the IRS
- The stamped Articles of Organization or electronic confirmation from the Secretary of State
- A copy of the operating agreement, if you have one
- Government-issued ID for each person authorized to access the account
Requirements vary, so check with the bank before you go in. Some banks will also ask for a business license. Tennessee has no statewide general business license, so licensing requirements are set locally and depend on your industry and location. Check with your city and county clerk to find out what applies.