To start an LLC in Tennessee, you file Articles of Organization (Form SS-4270) with the Secretary of State and pay a minimum fee of $300. Online filings go through in minutes. Along the way you’ll also need a registered agent with a Tennessee street address, an EIN from the IRS, and a tax registration with the Tennessee Department of Revenue. Here is what each step involves and what it costs.
Pick a Name That Clears the State’s Rules
Every Tennessee LLC name has to include “Limited Liability Company,” “LLC,” or “L.L.C.” at the end.1Justia Law. Tennessee Code 48-249-106 – LLC Name Beyond the designator, the name has to be distinguishable from every other entity already on file with the Secretary of State. Distinguishable is a stricter standard than “not identical”; if the name is close enough to confuse someone scanning the records, the filing will be rejected.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses
Run your proposed name through the Secretary of State’s free online business name database before you commit. If you want to lock the name in but aren’t ready to file the Articles yet, you can reserve it for 120 days by submitting Form SS-9425 with a $20 fee.3Tennessee Secretary of State. Instructions – Form SS-9425 Application for Name Reservation
Line Up a Registered Agent
Tennessee requires every LLC to keep a registered agent with a physical street address in the state. That agent accepts lawsuit paperwork, state correspondence, and tax notices on your behalf. A P.O. box will not satisfy the rule; someone has to be able to physically accept delivery at that address during normal business hours.4Justia Law. Tennessee Code 48-249-109 – Registered Office and Registered Agent
You can act as your own registered agent if you have a Tennessee street address and can be reliably present there. Many owners instead hire a commercial registered agent, which typically costs $100 to $300 per year. Paying for the service keeps your home address off the public record and reduces the risk of missing a service of process, which can lead to a default judgment against the company.
Fill Out the Articles of Organization
The Articles of Organization (Form SS-4270) is the document that officially creates your LLC. Incomplete or illegible forms come back rejected.5Tennessee Secretary of State. Articles of Organization Limited Liability Company – SS-4270 The form asks for:
- The LLC name, with its required designator.
- 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. Leaving it blank defaults to one.
- Duration, usually perpetual unless the business has a fixed end date.
- Effective date, which defaults to the processing date but can be delayed up to 90 calendar days.
Choosing a Management Structure
In a member-managed LLC, every owner participates in running the business and can bind the company. In a manager-managed LLC, one or more designated managers handle daily operations, and only those managers can bind the company; the other members sit back as passive investors. A director-managed LLC works more like a corporation, with a board overseeing the business. Tennessee is one of the few states offering that third option, and if you choose it, state law requires you to have a written operating agreement.6Justia Law. Tennessee Code 48-206-101 – Operating Agreement
Professional LLCs
If you’re a licensed professional (a doctor, lawyer, accountant, architect, or similar), you may need to form a Professional LLC rather than a standard LLC. Tennessee law limits PLLC membership to individuals authorized to practice the profession described in the articles, though the relevant licensing authority can approve exceptions.7Justia Law. Tennessee Code 48-249-1109 – Eligible Members and Holders of Financial Rights Check with your licensing board before filing.
File and Pay the Fee
You can file Form SS-4270 online through the Secretary of State’s business registration system or mail a paper copy to the Nashville office.8Tennessee Secretary of State. How Do I Register a Business Online filings process in minutes. Mail-in filings take several business days and must include a check or money order.
The fee is $50 per member, with a $300 minimum and a $3,000 maximum.9Tennessee Secretary of State. Articles of Organization Limited Liability Company – SS-4270 Any LLC with six or fewer members pays the flat $300. Seven members costs $350, eight costs $400, and so on up to the cap.
Once the state processes the filing, you’ll receive a stamped copy of the Articles of Organization. Keep it. Banks ask for it when you open a business account, and you’ll need it for local licenses. If you also need a Certificate of Existence to register your LLC in another state, you can request one for $20.10Tennessee Secretary of State. Corporation/LLC/LLP/LP – Request for Certificate of Existence/Authorization
Get an EIN and Separate the Money
Your LLC needs a federal Employer Identification Number from the IRS. It’s the business equivalent of a Social Security number and is required for filing taxes, hiring employees, and opening a bank account in the company’s name. The application is free and takes a few minutes on the IRS website.11Internal Revenue Service. Get an Employer Identification Number
With the EIN and stamped Articles in hand, open a dedicated business checking account before you take in any money. If you mix personal and business funds, a court can pierce the veil of your LLC, meaning your personal assets lose the protection the LLC was supposed to provide. Separate accounts are the simplest way to preserve that shield.
Write an Operating Agreement
The operating agreement is your LLC’s internal rulebook. It sets each member’s ownership percentage, voting rights, and profit-sharing arrangement, and it lays out what happens when someone leaves or the company dissolves. Tennessee doesn’t require you to file this document with the state, and for member-managed and manager-managed LLCs it’s technically optional. If the LLC is director-managed, state law requires you to have one.6Justia Law. Tennessee Code 48-206-101 – Operating Agreement
Optional on paper isn’t optional in practice. Without one, disputes default to Tennessee’s LLC statutes, and those defaults rarely match what the members actually wanted. Even single-member LLCs benefit from having one because it reinforces the separation between owner and entity that courts look for when someone tries to challenge your liability protection.
Register for Tennessee Taxes
This is the step new owners most often overlook, and it’s the one most likely to generate penalties. Tennessee has no personal income tax on wages, but LLCs face two significant state-level taxes.
Franchise and Excise Tax
Every Tennessee LLC pays both franchise tax and excise tax, calculated separately but filed together.12TN.gov: State of Tennessee, Revenue. Franchise and Excise Tax
- Franchise tax: $0.25 per $100 of net worth (0.25%), with a $100 annual minimum. It applies whether the business is active or dormant. If you’re registered with the Secretary of State, you owe it.13TN.gov: State of Tennessee, Revenue. Franchise and Excise Tax Manual – June 2025
- Excise tax: 6.5% of Tennessee taxable income (net earnings).14TN.gov: State of Tennessee, Revenue. Due Dates and Tax Rates
Some LLCs qualify for exemptions, including the FONCE exemption for qualifying family-owned non-corporate entities. Check with the Department of Revenue or a tax professional to see whether your LLC qualifies.
Sales and Use Tax
If the LLC sells tangible goods or certain services in Tennessee, register for sales and use tax through the Tennessee Taxpayer Access Point (TNTAP). All returns and payments must be filed electronically through that system.15TN.gov: State of Tennessee, Revenue. Sales and Use Tax Registration Register before your first sale.
Local Business Licenses
Tennessee counties and cities often require their own business licenses or permits on top of the state registration. Requirements and fees vary by location and industry, so check with your county clerk’s office and city hall. Some municipalities charge a flat annual fee; others base the cost on revenue or business type.
File the Annual Report Every Year
Every Tennessee LLC files an annual report with the Secretary of State. The deadline is the first day of the fourth month after your fiscal year ends. For businesses on a calendar year, that means April 1.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses You can file online through the Secretary of State’s TNCaB system.
The fee follows the same formula as the original filing: $300 minimum, scaling up by $50 for each member beyond six, capped at $3,000.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses Miss the filing and the state will administratively dissolve the LLC, wiping out its legal standing and liability protection. Reinstatement requires Form SS-9410 and a $70 reinstatement fee on top of any delinquent annual report fees.16Tennessee Secretary of State. Business Forms and Fees Mark the date on the calendar.
Federal Beneficial Ownership Reporting
The Corporate Transparency Act originally required most LLCs to file a Beneficial Ownership Information report with FinCEN. In March 2025, FinCEN issued an interim final rule exempting all domestic companies from that requirement. Under that rule, only foreign entities registered to do business in the United States must file BOI reports.17Financial Crimes Enforcement Network. FinCEN Removes Beneficial Ownership Reporting Requirements for U.S. Companies and U.S. Persons FinCEN has indicated it intends to finalize the rule, but because it remains interim, watch for updates before assuming you have no filing obligation.