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How do I form an LLC in Tennessee?

Federal & State Law Editorial TeamLast reviewed: 2026-04-30

Tennessee LLCs are governed by the Tennessee Revised Limited Liability Company Act, Tenn. Code Ann. Title 48, Chapters 249-249C.

1. Filing Fee and Processing Time — Per-Member Pricing

  • Articles of Organization (Form SS-4270): $50 per member, with a minimum of $300 and a maximum of $3,000 filed with the Tennessee Secretary of State.
  • Processing: 1-2 business days online; 7-10 days by mail. Expedited processing not generally offered (online is already fast).

    • 2. Name Reservation

  • Optional. 4-month reservation for $20 (Form SS-9425). Name must include "Limited Liability Company," "LLC," or "L.L.C." (Tenn. Code Ann. § 48-249-106).

    • 3. Registered Agent

  • Required under Tenn. Code Ann. § 48-249-109.
  • Must be a Tennessee resident individual OR an entity authorized to do business in TN, with a TN street address.

    • 4. Operating Agreement

  • Permitted but not required (Tenn. Code Ann. § 48-249-203). Not filed with the state.

    • 5. Annual Report — Also Per-Member

  • Required. Due on the first day of the fourth month after the LLC's fiscal year-end (April 1 for calendar-year LLCs).
  • Fee: $50 per member (minimum $300, maximum $3,000) — same scale as the formation fee.
  • Filed online at sos.tn.gov.
  • Late penalty / administrative dissolution for non-filing.

    • 6. State Taxes

  • Tennessee has no state personal income tax (the Hall income tax on dividends/interest was fully repealed in 2021).
  • Tennessee imposes the Franchise Tax (0.25% of net worth or real/tangible property in TN, minimum $100) and the Excise Tax (6.5% of net earnings) on most LLCs (Tenn. Code Ann. Title 67, Chapter 4).

    • - Single-member LLCs disregarded for federal tax are NOT subject to franchise/excise tax (they pass through to the owner).

    - Multi-member LLCs are subject unless they elect "obligated member entity" status.

  • Sales tax (7% state + local up to 2.75%) registration if selling taxable goods.

    • 7. Federal EIN

  • Required for multi-member LLCs and any LLC with employees.

    • 8. Professional LLCs (PLLCs)

  • Licensed professionals must form a Professional Limited Liability Company under Tenn. Code Ann. § 48-248.

    • 9. Local Business Tax

  • Tennessee has a Business Tax administered by both state and local jurisdictions for businesses with gross receipts over $10,000 (as of 2023, threshold raised to $100,000 for "minimal activity license").

    • This is legal information, not legal advice.

    When to Talk to a Lawyer
    • You have many members and want to minimize the per-member fee structure
    • You want to elect obligated member entity status to avoid franchise/excise tax
    • You are forming a PLLC subject to licensure requirements
    Related Statutes & Laws
    • Tenn. Code Ann. § 48-249-106
    • Tenn. Code Ann. § 48-249-109
    • Tenn. Code Ann. § 48-249-203
    • Tenn. Code Ann. § 48-249-1017
    • Tenn. Code Ann. Title 67, Ch. 4

    This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.