Tennessee Form SS-4245, the Articles of Termination of Existence, is the final filing that ends an LLC’s legal existence with the Secretary of State. It costs $20, must be accompanied by a tax clearance certificate from the Department of Revenue, and can only be filed after your LLC has voted to dissolve, filed a notice of dissolution, and wound up its affairs. This guide walks through what has to happen before you file, how to complete each section of the form, and where to send it.
What Has to Be Done Before You File
Articles of termination come at the end of a three-stage process: dissolution (the decision to close), winding up (settling debts and distributing assets), and termination (the SS-4245 filing itself). The Secretary of State will not accept the form until winding up is finished and a tax clearance certificate is attached.1Tennessee General Assembly. Tennessee Code 48-245-503 – Articles of Termination
Member Vote to Dissolve
Under T.C.A. § 48-245-202, dissolution must be presented at a members’ meeting, with written notice going to every member — including non-voting members — stating that dissolution is on the agenda.2Justia. Tennessee Code 48-245-202 – Nonjudicial Dissolution by Members A majority vote approves the resolution unless your articles of organization or operating agreement set a higher threshold. Members can also act by written consent following the procedure in the operating agreement. Keep the signed resolution or consent; you’ll need the approval date for the next filing.
Notice of Dissolution
After the vote, file a notice of dissolution with the Secretary of State. This is a separate filing from SS-4245 and carries its own $20 fee.3Tennessee Secretary of State. Business Forms and Fees It must include the LLC’s name, the date members approved the resolution, and a statement that the required vote was obtained.4Justia. Tennessee Code 48-245-401 – Filing Notice of Dissolution Once filed, the LLC stops conducting regular business and exists only to wind up.
Winding Up and Notifying Creditors
During winding up, the LLC collects what it’s owed, pays creditors, and distributes what remains to members. Tennessee law also lets you cut off known claims by sending each known creditor a written notice describing what a claim must contain, giving a mailing address, and setting a deadline of at least four months from the notice. Miss the deadline and the claim is barred; if the LLC rejects a claim, the creditor has three months to sue.5FindLaw. Tennessee Code Title 48 – 48-245-502
The form asks whether creditors have been informed, so finish this step before you fill it out. Skipping it doesn’t stop the state from processing the filing, but it leaves members exposed to claims that proper notice would have barred.
Getting the Tax Clearance Certificate
The Secretary of State will not file SS-4245 without a tax clearance certificate from the Tennessee Department of Revenue.1Tennessee General Assembly. Tennessee Code 48-245-503 – Articles of Termination The certificate confirms your LLC has filed every required return and paid all franchise and excise taxes owed.
To get it, file your final franchise and excise tax return and check the “final return” box on the first page. If you forget that box, the Department assumes you’re still operating, expects future filings, and may issue estimated assessments, which then have to be cleared before the certificate can issue.6Tennessee Department of Revenue. F and E-15 – Inactive Business, Final Return, and Closing Your Account
Plan for several weeks of review time. The certificate has to physically accompany your SS-4245 filing: send the original with a mailed form, upload it if filing online.
Filling Out Form SS-4245
The form is available on the Secretary of State’s Business Forms and Fees page.3Tennessee Secretary of State. Business Forms and Fees It has five short sections.
Section 1: LLC name. Enter the name exactly as it appears in Secretary of State records. A missing comma or an abbreviated “LLC” where the record shows “Limited Liability Company” is enough to get the filing rejected. Verify the spelling through the business entity search on the Secretary of State’s website.
Section 2: Date the articles of organization were filed. This is the LLC’s original formation date, not the date of the dissolution vote. You’ll find it on your original articles or in the online business search.
Section 3: Reason for termination. A plain statement that the LLC has completed winding up its affairs is enough.
Section 4: Creditor notification. Indicate whether known creditors have been informed of the dissolution.
Section 5: Other pertinent information. Most filers leave this blank.
An authorized person, meaning a member, manager, or attorney-in-fact, must sign the form. Print or type the signer’s name next to the signature; if an attorney signs on the LLC’s behalf, note that capacity. If you want the termination to take effect on a specific future date, write that date on the form. Otherwise it takes effect when the Secretary of State processes the filing.
How to Submit It and What It Costs
The filing fee for SS-4245 is $20.3Tennessee Secretary of State. Business Forms and Fees Added to the earlier $20 notice of dissolution fee, the total state filing cost to close a Tennessee LLC is $40.
You have two options:
- By mail. Send the completed SS-4245, the tax clearance certificate, and a check or money order for $20 payable to the Tennessee Secretary of State to: Division of Business Services, 6th Floor, Snodgrass-Tennessee Tower, 312 Rosa L. Parks Ave., Nashville, TN 37243.7Tennessee Secretary of State. Tennessee Secretary of State Business Filing Form
- Online. File through the Secretary of State’s online business filing portal. Online submissions generally process faster, and payment is by credit card.
Once approved, the LLC’s legal existence ends. You’ll receive a stamped “Filed” copy as proof, and the LLC’s status in the state’s searchable business database changes to “terminated.”
After the Form Is Filed
Once termination is recorded, the LLC is no longer subject to Tennessee’s annual report requirement or franchise and excise taxes going forward. The annual report fee for Tennessee LLCs starts at $300, so filing SS-4245 promptly after winding up prevents that charge from recurring.
Keep the stamped copy. You’ll need it to close bank accounts, cancel business licenses, and terminate contracts held in the LLC’s name. Hold onto tax returns and supporting records for at least seven years to cover the IRS’s standard and extended audit windows. Formation documents, ownership records, and major contracts are worth keeping indefinitely or until all possible claims are time-barred. If the LLC had employees, keep payroll records for at least four years after the final return.
Federal Taxes Are a Separate Job
Filing SS-4245 closes the LLC with Tennessee, not with the IRS. The IRS requires every closing business to file a final income tax return for its final year.8Internal Revenue Service. Closing a Business
What return depends on how the LLC was taxed. A single-member LLC reports final activity on Schedule C of the owner’s Form 1040. A multi-member LLC taxed as a partnership files a final Form 1065 with the “final return” box checked, and each member gets a final Schedule K-1. An LLC that elected corporate taxation files a final corporate return and, within 30 days of adopting the dissolution resolution, files Form 966 (Corporate Dissolution or Liquidation). Form 966 does not apply to LLCs taxed as partnerships or disregarded entities.8Internal Revenue Service. Closing a Business
To close the LLC’s IRS account, send a letter to the IRS at Cincinnati, OH 45999 with the entity’s legal name, EIN, business address, and reason for closing. If you have the original EIN assignment notice (CP 541), include a copy.8Internal Revenue Service. Closing a Business The IRS won’t close the account until every required return is filed and every tax paid.