Learn the steps to form an LLC in Tennessee – from choosing your name to filing your Articles of Organization. $1 + $300 state fee. Start today.
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Filing fee: $50 per member — minimum $300, maximum $3,000 (Articles of Organization, Form SS-4270). Online payments add 2.29% by card or $0.95 by e-check
Processing time: Same day online through TNCaB; 1-2 weeks by mail
State agency: Tennessee Secretary of State (TNCaB portal at tncab.tnsos.gov — the old TNBEAR portal was retired in 2025)
Annual report due: April 1 for calendar-year LLCs — same $50/member structure, $300 minimum. Roughly 60 days late and dissolution proceedings begin.
State tax rate: No personal income tax — but LLCs pay entity-level franchise tax (0.25% of net worth, $100 minimum) and excise tax (6.5% of net earnings). Sales tax is 7% state, ~9.6% average combined — among the highest in the nation
Start your U.S. business journey today. Form your company with confidence and let Brio handle the paperwork.
Forming an LLC in Tennessee takes 5 steps: choose and check your business name, appoint a Registered Agent with a physical Tennessee address, file Articles of Organization (Form SS-4270) online or by mail, draft an operating agreement, and get an Employer Identification Number (EIN) from the IRS. The state filing fee is $50 per member, minimum $300.
Tennessee’s headline is real: no personal income tax at all — the last remnant, the Hall tax on investment income, was fully repealed in 2021 — so LLC distributions land in your pocket free of state income tax. Formation itself is same-day through the TNCaB portal, and the state layers on a booming economy with no publication requirements or other formation hurdles. An LLC gives you personal liability protection and pass-through taxation without the administrative overhead of a corporation.
Budget honestly, though, because Tennessee is unusual: “no income tax” does not mean “no tax.” LLCs pay entity-level franchise and excise taxes by default — a $100-minimum franchise tax on net worth (0.25%) plus 6.5% excise tax on Tennessee net earnings (after a $50,000 standard deduction) — and both the formation fee and annual report are charged per member at $50 each, with a $300 floor. Exemptions exist for family-owned passive-income entities (FONCE), but they must be applied for every year.
Unlike some states, Tennessee doesn’t require you to reserve your name before filing — you simply claim it when you file your Articles of Organization. If you’re not ready to file yet, you can reserve a name for just $20, which holds it for 4 months.
Your LLC name must be distinguishable from existing names on the Secretary of State’s records and must include “Limited Liability Company,” “LLC,” or “L.L.C.” Restricted words like “bank,” “insurance,” or “credit union” require regulatory approval. Check the free entity search on the TNCaB portal before you file to avoid a rejection.
Every Tennessee LLC must have a registered agent — a person or entity designated to receive legal notices and government documents on behalf of the business. The agent must have a physical street address in Tennessee (a P.O. box doesn’t count) and be available during regular business hours; the agent’s name and address become public record.
You can serve as your own registered agent if you have a physical Tennessee address and can be there during business hours. Many business owners use a professional registered agent service instead — it keeps your personal address off public records and ensures someone is always available to receive documents.
The Articles of Organization (Form SS-4270) is the document that legally creates your Tennessee LLC. You file it with the Secretary of State through the TNCaB portal at tncab.tnsos.gov — note the old TNBEAR system was retired in early 2025, so ignore guides pointing there. The fee is $50 per member with a $300 minimum and $3,000 cap; online submissions are typically approved the same day (pay by e-check for a $0.95 fee instead of 2.29% by card), while mail takes a week or two.
The Articles must include your LLC’s name, the number of members at filing (which sets your fee), your registered agent’s name and Tennessee street address, the principal office, management structure, and fiscal year close. There’s no expedited tier because same-day online processing makes one unnecessary. After approval, register with the Department of Revenue through TNTAP — the Secretary of State filing alone doesn’t cover your franchise and excise tax account.
Tennessee doesn’t require you to file an operating agreement with the state, but you should have one. It’s the internal document that defines how your LLC is managed — who owns what, how profits are distributed, and how decisions get made. Without one, Tennessee’s default LLC statutes fill in the gaps, which may not reflect what you actually want — and with fees tied to your member count, clean membership records matter more here than most places.
Your operating agreement should specify whether the LLC is member-managed or manager-managed. In a member-managed LLC, all owners share day-to-day authority. In a manager-managed LLC, a designated manager handles operations while other members retain economic rights. A written agreement is the version that holds up when disputes arise.
An Employer Identification Number (EIN) is a 9-digit federal tax ID issued by the IRS. Your Tennessee LLC needs one to open a business bank account, hire employees, and file federal taxes. Applying online at irs.gov is free and issues your EIN immediately after you complete the application.
To use the IRS online application, the responsible party must have a valid Social Security Number (SSN) or Individual Taxpayer Identification Number (ITIN), and the business must have its principal place of business in the United States. The IRS does not charge a fee for issuing an EIN.
Tennessee LLCs file an annual report with the Secretary of State, due the first day of the fourth month after fiscal year end — April 1 for calendar-year companies — at the same per-member pricing as formation: $50 per member, $300 minimum, $3,000 maximum. Roughly two months past due, the state can begin administrative dissolution; reinstatement requires a $70 fee, all back reports, and a tax clearance from the Department of Revenue, which means catching up any unfiled tax returns first.
The tax side is where Tennessee differs from other no-income-tax states: LLCs file an annual franchise and excise return (due April 15 for calendar-year filers) — 0.25% of net worth with a $100 minimum, plus 6.5% of Tennessee net earnings — and businesses with over $100,000 in gross receipts in a county or city also need the standard $15 business license and annual business tax return (between $3,000 and $100,000, a $15 minimal activity license suffices). Family-owned entities holding passive investments can apply annually for the FONCE exemption from franchise and excise tax. Sales tax runs 7% state plus up to 2.75% local.
Tennessee prices by headcount: $50 per member for the Articles of Organization, with a $300 minimum and $3,000 maximum — so any LLC with six or fewer members pays $300, while a ten-member LLC pays $500. The annual report repeats the same structure every year, and the entity-level franchise tax adds at least $100 annually. Name reservation is optional at $20. There’s no additional state fee to get your EIN; the IRS issues EINs for free.
Yes. Tennessee allows a single person to form and own an LLC – this is called a single-member LLC, and it pays the $300 minimum fee. You can complete Form SS-4270 yourself through the TNCaB portal without an attorney, usually with same-day approval. You’ll still need a registered agent with a physical Tennessee address, but that can be yourself if you qualify.
No – Tennessee’s $300 minimum filing fee is among the higher ones, and it recurs annually via the identically priced annual report, plus a $100-minimum franchise tax. What you can avoid is paying extra for formation help. We handle your Tennessee LLC filing for $1; you only pay the required state fees.
Yes, and it’s priced like the formation: $50 per member, $300 minimum, $3,000 maximum, due the first day of the fourth month after your fiscal year ends — April 1 for calendar-year LLCs. Miss it by about two months and the Secretary of State can administratively dissolve the company. Reinstatement costs $70 plus every missed report and requires a tax clearance from the Department of Revenue — so the real cost of neglect includes catching up franchise and excise filings too.
Yes, every Tennessee LLC is required to have a registered agent. A registered agent is a person or entity that receives legal notices and official government documents on behalf of your LLC. The agent must have a physical street address in Tennessee — not a P.O. box — and be available during regular business hours. You can serve as your own registered agent or use a professional service.
The defining Tennessee mistake is choosing the state for “no income tax” and getting blindsided by the entity-level franchise and excise taxes — $100 minimum even for a dormant LLC, 6.5% on profits as the business grows. Others include forgetting that fees scale with membership (adding members raises both formation and annual costs), missing the April 1 report and its short two-month fuse, skipping the separate TNTAP tax registration because the Secretary of State filing felt complete, assuming the FONCE exemption applies automatically when it needs an annual application, and following old guides to the retired TNBEAR portal instead of TNCaB.
Online filings through the TNCaB portal are typically approved the same day you submit. Mail filings take about 3-5 business days of processing plus transit — one to two weeks in practice. Tennessee has no expedited tier because it doesn’t need one; pay online by e-check ($0.95) rather than card (2.29%) and you have the fastest, cheapest path.
Thinking about another state? Compare Wyoming, Delaware, Texas and Florida — or browse all 50 state guides.
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