To form a single-member LLC in Tennessee, you file Articles of Organization with the Secretary of State and pay a minimum $300 filing fee, register for Tennessee franchise and excise tax with the Department of Revenue, add business tax or sales tax registration if your activity triggers them, and file a $300 annual report every year after that. Those are the core Tennessee single member LLC filing requirements, and missing any one of them can put your liability protection at risk.
Articles of Organization
The Articles of Organization is the document that legally creates your LLC. Tennessee uses Form SS-4270, a downloadable PDF from the Secretary of State’s website.1Tennessee Secretary of State. Form SS-4270 Articles of Organization2Justia. Tennessee Code 48-249-202 – Articles of Organization
The form asks for:
- Your LLC’s name
- Registered agent and registered office address in Tennessee
- Principal executive office address, plus a mailing address if different
- Management structure: member-managed, manager-managed, or director-managed. Most single-member owners pick member-managed to keep direct control.
- Number of members (one)
- Fiscal year close month (December for most calendar-year businesses)
- Period of duration, usually marked perpetual
You can request a delayed effective date if you don’t want the LLC recognized on the filing date itself. Incomplete or illegible forms come back for correction, so fill it out carefully the first time.
Naming Your LLC
Your name must include “Limited Liability Company,” “LLC,” or “L.L.C.,” and it has to be distinguishable from every other business name already on file with the Secretary of State.3Justia. Tennessee Code 48-249-106 – LLC Name A minor spelling tweak isn’t enough. The state compares your proposed name against corporations, limited partnerships, and reserved names too.
Run your name through the Secretary of State’s business name database before filing. If it’s taken, pick another or obtain written consent from the existing entity. Catching this up front beats a rejection and a refile.
Registered Agent
Every Tennessee LLC must maintain a registered agent with a physical street address in the state.4Justia. Tennessee Code 48-249-109 – Registered Office and Registered Agent The agent accepts service of process, meaning lawsuits and other legal documents. A P.O. box doesn’t count.
You can be your own registered agent if you have a Tennessee street address and are reliably present during business hours. The alternative is a professional service, usually a couple hundred dollars a year. Losing your registered agent without appointing a replacement is grounds for administrative dissolution, so don’t let the role lapse.
Filing Fee and Submission
Submit Form SS-4270 online through the Secretary of State’s filing portal or by mail to the Business Services Division in Nashville. Online submissions process faster.
The fee is $50 per member, with a $300 minimum and a $3,000 maximum.5Justia. Tennessee Code 48-249-1007 – Filing, Service and Copying Fees For a single-member LLC, the per-member math produces $50, but the $300 floor applies anyway. You pay $300. Online filers can use a credit or debit card, with a small processing surcharge possible. Mail filers include a check or money order payable to the Tennessee Secretary of State. Once approved, you receive a stamped copy of the Articles or a Certificate of Organization confirming the LLC is legally recognized.
Franchise and Excise Tax Registration
This is the obligation that surprises most new owners. Every LLC doing business in Tennessee must register for franchise and excise taxes with the Department of Revenue.6Tennessee Department of Revenue. Franchise and Excise Tax Unlike the IRS, Tennessee does not treat most single-member LLCs as disregarded entities for state tax purposes. If your LLC’s sole member is an individual rather than a corporation, the LLC files its own separate franchise and excise return.7Tennessee Department of Revenue. Single Member LLCs: Tax Classification
The two taxes work differently:
- Franchise tax: 0.25% of the LLC’s Tennessee net worth or the value of its real and tangible property in the state, whichever is greater.8Tennessee Department of Revenue. Due Dates and Tax Rates
- Excise tax: 6.5% of the LLC’s Tennessee taxable income.8Tennessee Department of Revenue. Due Dates and Tax Rates
Combined liability of $5,000 or more in both the current and prior year triggers quarterly estimated payments. Plenty of owners assume that because the IRS treats their SMLLC as a disregarded entity, Tennessee will too. It won’t.
Business Tax and Sales Tax
Tennessee also imposes a business tax based on gross receipts. If your LLC grosses $100,000 or more a year, you need a standard business license and must register for business tax with the Department of Revenue.9Tennessee Department of Revenue. Business Tax Between $3,000 and $100,000, you need a minimal activity license from your local county or municipal clerk. Either license carries a $15 registration fee per jurisdiction where you do business, and you can’t legally operate until the license is posted at your location.10Tennessee Department of Revenue. Registration and Licensing
Selling taxable goods or certain services means registering for sales and use tax too. The state rate is 7%, with local rates added on top depending on county and city.11Tennessee Department of Revenue. Sales and Use Tax Registration and filing happen through Tennessee’s Taxpayer Access Point (TNTAP). If you’re selling physical products, you almost certainly need to register.
Do You Need an EIN
Technically, no. A single-member LLC that the IRS treats as a disregarded entity, with no employees and no federal excise tax liability, can use the owner’s name and Social Security number for federal tax purposes.12Internal Revenue Service. Single Member Limited Liability Companies
In practice, get one anyway. Most banks require an EIN to open a business account, and your franchise and excise registration will go more smoothly with a federal number attached. Apply free on the IRS website and you receive the number immediately.13Internal Revenue Service. Get an Employer Identification Number Form the LLC with the state first; the IRS expects the entity to legally exist before you apply.
Operating Agreement
Tennessee doesn’t require a member-managed LLC to have an operating agreement, and most single-member LLCs are member-managed. The statute says a single-member LLC “may adopt” an operating agreement between the member and the LLC.14Justia. Tennessee Code 48-249-203 – Operating Agreement
Optional doesn’t mean skip it. An operating agreement documents how the business runs, how profits move, and what happens if you add members later. It also reinforces the separation between you and the LLC. Without one, a court can view the LLC as indistinguishable from you personally, which undermines the liability protection you formed it for. If the operating agreement is written, Tennessee law binds the LLC to its terms even if the LLC didn’t sign it.
Annual Report
Every Tennessee LLC must file an annual report with the Secretary of State.15Justia. Tennessee Code 48-249-1017 – Annual Report for Secretary of State It’s due by the first day of the fourth month after your fiscal year ends. For a calendar-year LLC, that’s April 1.
The fee follows the same formula as the initial filing: $50 per member, $300 minimum, $3,000 maximum.5Justia. Tennessee Code 48-249-1007 – Filing, Service and Copying Fees As a single-member LLC, you pay $300 a year. Changing your registered agent or office in the same filing adds $20. Put this on your calendar and don’t miss it.
What Happens If You Fall Out of Compliance
Miss an annual report, lose your registered agent, or bounce a payment and the Secretary of State can start administrative dissolution. The state sends written notice of the problem, and you get two months to fix it.16Justia. Tennessee Code 48-249-605 – Procedure for and Effect of Administrative Dissolution If you don’t, the LLC is dissolved.
An administratively dissolved LLC can only conduct business necessary to wind down its affairs. It can’t sign new contracts or operate normally, and the liability shield that made the LLC worth forming becomes questionable at best.
Reinstatement works but costs real money. File Form SS-9410 with a $70 reinstatement fee, submit all past-due annual reports with their fees, and obtain tax clearance from the Department of Revenue confirming no back taxes are owed.17Tennessee Secretary of State. Application for Reinstatement Following Administrative Dissolution/Revocation Everything goes in one package. If Revenue can’t verify clearance, the Secretary of State rejects the application. A single-member LLC that missed two annual reports is looking at at least $670 in state fees before any unpaid taxes. Keeping current is cheaper than catching up.
Beneficial Ownership Information Reporting
If you’ve seen warnings about federal Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act, that no longer applies to you. As of March 2025, FinCEN issued an interim final rule exempting all entities created in the United States from BOI reporting. Domestic LLCs, including Tennessee single-member LLCs, do not need to file, and FinCEN has stated it will not enforce BOI penalties against U.S. citizens or domestic companies.18FinCEN.gov. Beneficial Ownership Information Reporting The requirement now reaches only foreign-created entities registered to do business in the United States.