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How to Form an LLC in Tennessee

Tennessee charges $50 per member to form an LLC, with a $300 minimum and a $3,000 maximum, so a typical one to six member LLC pays $300, and that same per member formula comes back every year on the annual report. The traps are the formula itself, which stale guides misprint as $300 per member, an annual report deadline tied to your fiscal year rather than your formation anniversary, and two entity level taxes, franchise and excise, that apply even though Tennessee has no personal income tax on wages.

By the LLCForming research teamFees checked Nov 8, 2026

The Tennessee filing steps

1. Check your name on the state's own search

   Search the Secretary of State's Business Entity Search through TNCaB at tncab.tnsos.gov/business-entity-search before you file, by business name or Secretary of State Control Number. A Tennessee LLC name must contain the words "Limited Liability Company" or the abbreviation "LLC" or "L.L.C.," and it must be distinguishable upon the records of the Secretary of State from every other entity name on file. If the name contains "bank," "banks," "banking," "credit union," or "trust," written approval must first be obtained from the Tennessee Department of Financial Institutions, and if it contains "insurance company," written approval must first come from the Tennessee Department of Commerce and Insurance. A search does not reserve the name. If you want to hold a name while you prepare, Tennessee offers an optional name reservation on Form SS-9425 for $20, for a period of four months (120 days), but most founders who are ready to file skip it and file the Articles directly.

2. Choose your registered agent

   Tennessee uses the term registered agent, and the Secretary of State states that all entities except general partnerships must maintain a registered agent and office in Tennessee at all times. The agent accepts legal mail on behalf of your entity. On Form SS-4270 the agent may be an individual or an organization, and the form requires the name, complete address, and email of the initial registered agent and office located in Tennessee. The registered office address must be a physical street address in Tennessee. A post office box is not acceptable for the registered agent or office address, and the same rule applies to the principal office address; a P.O. box is acceptable only for the separate mailing address. The form carries no separate agent acceptance signature block. The only signature on Form SS-4270 is the organizer's certification. Changing the registered agent later takes a Statement of Change of Registered Agent by Entity, Form SS-4534, for $20, and after the change the street addresses of the registered office and the business office of the registered agent must be identical.

3. File the Articles of Organization with the Secretary of State

   File Form SS-4270, Articles of Organization, Limited Liability Company, with the Secretary of State, Division of Business and Charitable Organizations, through TNCaB, the Tennessee Charity and Business Filing System, at tncab.tnsos.gov, or by mail or in person in Nashville. The portal name matters: older references to TNBear or a Tennessee Business Entity Annual Reporting System are not the current system. The fee is $50.00 per member in existence on the date of filing, with a minimum fee of $300.00 and a maximum fee of $3,000.00, the same online as on paper. Worked examples from the formula: 1 member pays $300, 6 members pay $300, 7 members pay $350, 10 members pay $500, and 60 or more members pay the $3,000 cap. Paying by credit card, debit card, or e-check adds a convenience fee that covers the Division's transaction costs. The forms state that a convenience fee exists but print no dollar amount for it, and applicants who do not wish to pay it may mail the form with a check, cashier's check, or money order instead. No processing time and no expedited service appear on the official fee schedule or on Form SS-4270, so do not plan around a published expedite price. Under the form, the LLC is effective upon filing by the Secretary of State, unless you specify a delayed effective date and time, which may not exceed 90 days. If you leave the fiscal year ending month blank on the form, the Division lists December by default, which sets your annual report and tax deadlines on a calendar year rhythm.

4. Get an EIN from the IRS

   Free, online, and takes minutes once your Tennessee filing is approved. Never pay a service for this. See EIN for an LLC for the walkthrough and the one IRS rule (a real person as responsible party) that surprises people.

5. Write your operating agreement

   Form SS-4270 requires the articles to state the management form, member managed, manager managed, or director managed, but the articles are not your operating agreement, and no operating agreement is filed with the Secretary of State. Be candid about what is verified here: no Secretary of State or Department of Revenue page or form reviewed for this guide states Tennessee's operating agreement default rule in so many words, so this guide does not print a default rule as a verified fact. What the state's own forms do show is that the operating agreement matters in practice. Form SS-4246, the dissolution notice, treats an event specified in the articles or operating agreement as a dissolution trigger. Write the agreement at formation, keep it with your records, and do not leave member shares, voting, or dissolution events to assumption.

6. Open the business bank account and handle licenses

   Bring your approved formation document and EIN letter. Then check your city and county for a general business license and your industry for state permits. Tennessee issues no single statewide general business license through the Secretary of State. The operating license for most businesses is the county and city business license administered under the Department of Revenue's business tax system. Licenses are obtained from the city clerk and county clerk where the business is located, and each license is $15. The thresholds matter. Under $3,000 in gross sales, no license is required. From $3,000 to under $100,000, you hold a minimum activity license: no business tax account and no business tax filing are required, and you renew directly with the local county clerk. At $100,000 or more, you hold a standard business license: a business tax account and filing are required, filing and paying business tax renews the license, and standard license holders pay at least the minimum $22 business tax to the Department of Revenue. Business tax itself is a gross receipts tax whose rate depends on your dominant business activity and wholesaler or retailer status, so it is not a flat rate and is not in the flat totals on the cost page. Industry specific licenses come from the relevant state board or agency.

Filing details that trip people up

• The fee is $50 per member, not $300 per member, and not a flat $300 for everyone. Form SS-4270 prints it on its face: $50.00 per member, minimum $300, maximum $3,000. One to six members pay the $300 floor, a 7 member LLC pays $350, a 10 member LLC pays $500, and the cap is hit at 60 members. Third party pages that print $300 per member are wrong, and a proposed flat $300 fee bill in 2025 was withdrawn and never became law. Count your members before you budget, because the same formula prices your annual report and a foreign LLC's certificate of authority.
• Foreign LLCs pay the same per member fee in Tennessee, and the home state certificate is mandatory. Registering an out-of-state LLC takes an Application for Certificate of Authority, Form SS-4233, at $50 per member, $300 minimum and $3,000 maximum. The application must be accompanied by a certificate of existence, or a document of similar import such as a certificate of good standing, from your home state, and the certificate may not bear a date more than two months before the application is filed. An application filed without a valid certificate will be rejected and returned. The official form and fee schedule publish no penalty figure for transacting business unregistered, so this guide does not quote one.
• No publication requirement. Form SS-4270 and its instructions, which enumerate the items the Tennessee Revised Limited Liability Company Act requires, contain no newspaper publication, advertising, or proof of publication step, and no publication form or fee appears on the Secretary of State's Business Forms and Fees schedule. That absence is established by the state's own complete lists. Tennessee has no Arizona or New York style LLC publication regime.
• Tennessee does not use the term DBA. It uses assumed name, filed at the state level. The Secretary of State states it directly: Tennessee does not recognize DBAs or fictitious names. An LLC trading under a name other than its true entity name registers an assumed name with the Secretary of State on Form SS-4402 for $20. The assumed name is good for 5 years and can be renewed on Form SS-4481 for $20, filed within the two months preceding expiration. Let it lapse and the assumed name expires. Our DBA guide covers when you need one and when you do not.
• Stale guides still calculate franchise tax on the old greater of formula. That measure was repealed. Before May 10, 2024, franchise tax was the greater of net worth or the book value of real and tangible property owned or used in Tennessee. The General Assembly repealed the property measure, effective for tax years ending on or after January 1, 2024. The current Department of Revenue overview, due dates page, and June 2026 manual all state net worth only: 0.25% of Tennessee net worth, $100 minimum. Some older Revenue pages and decks still carry the old wording. Use the current pages.

After your Tennessee LLC is approved

Get the EIN, open the business bank account, and register for franchise and excise taxes with the Department of Revenue. Both taxes are reported on a single combined return, Form FAE-170, filed through TNTAP, due the 15th day of the fourth month following the close of the books, April 15 for a calendar year business. Then set two different April reminders and do not confuse them: the Secretary of State annual report is due on or before April 1 for a calendar year LLC, and the FAE-170 tax return follows on April 15. Get your $15 business license from the county clerk, and the city clerk if your city issues one, at the tier your gross sales put you in. Keep the registered agent and office current, file Form SS-4534 for $20 when the agent changes, and treat any annual report lapse as urgent, because a business that fails to file its annual report on a timely basis may be administratively dissolved and placed in inactive status.

The full recurring picture for Tennessee, with fees and due dates, is on the Tennessee annual report and compliance page, and the money view is on the Tennessee LLC cost page.

Tennessee LLC questions