How to Form an LLC in Tennessee

Filing fee: $300 minimum ($50 per member; maximum $3,000)

Processing time: 3 Weeks

State agency: Tennessee Secretary of State, Business Services Division

Annual report due: [ANNUAL_REPORT_DUE]

State tax rate: Franchise tax: 0.25% of net worth or property value (minimum $100); excise tax may also apply

To form an LLC in Tennessee, you file Articles of Organization with the Tennessee Secretary of State's Business Services Division and pay a state filing fee that starts at $300. You can file online, by mail, by email, or in person. Most entrepreneurs choose the online route through the state's TNBear portal — it's the fastest option.

Why form an LLC in Tennessee

Tennessee has built a strong environment for small businesses, with tax incentives tied to job creation and investment in economically distressed counties. For most business owners, an LLC is the right starting point — it gives you liability protection and pass-through taxation without the complexity of a corporation.

One thing Tennessee entrepreneurs sometimes miss: the state's franchise and excise tax applies to most LLCs, so it's worth talking to a tax professional before you file to understand what you'll owe each year.

How to form a Tennessee LLC

There are 6 steps to form a Tennessee LLC. Each one is straightforward, but the filing fee structure — which varies by member count — catches a lot of first-time filers off guard.

• Choose a name for your LLC. The name must include a designator like "Limited Liability Company," "L.L.C.," or "LLC." You can reserve an available name before filing by submitting a name reservation application and paying a $20 fee to the Secretary of State.

• Appoint a registered agent. Your LLC needs a registered agent with a physical Tennessee street address — not a P.O. box — who is available during normal business hours to receive legal documents on your behalf.

• File Articles of Organization. Submit your Articles of Organization to the Tennessee Secretary of State's Business Services Division. You can file online at tnbear.tn.gov, by mail, by email, or in person at 312 Rosa L. Parks Avenue, Nashville, TN 37243.

• Pay the state filing fee. The fee is $50 per LLC member, with a $300 minimum and a $3,000 maximum. A single-member LLC pays $300. An LLC with 7 members pays $350, and so on up to the cap.

• Get a federal Employer Identification Number (EIN). Apply online at irs.gov or file Form SS-4 by mail or fax. Most LLCs need an EIN to open a business bank account, hire employees, or elect a different tax classification.

• Register for Tennessee state taxes. Most LLCs need to register with the Tennessee Department of Revenue for franchise and excise taxes, and for sales tax if they sell taxable goods or services.

Tennessee LLC filing fees

Tennessee's fee structure is different from most states — it scales with your member count instead of charging a flat rate. The state charges $50 per member, with a $300 floor and a $3,000 ceiling.

In practice, any LLC with 6 or fewer members pays the $300 minimum. At 7 members you pay $350, at 8 members $400, and so on. The fee caps at $3,000 regardless of how many members your LLC has above that threshold.

If your LLC will operate under a name different from its legal name, you'll also need to file an assumed name (DBA) registration and pay a separate fee for that.

Registered agent requirements

Every Tennessee LLC needs a registered agent — a person or business entity with a physical Tennessee street address who can receive legal documents and official government notices on behalf of the LLC during normal business hours.

You can serve as your own registered agent if you're a Tennessee resident with a street address in the state. 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 even when you're not.

After you file: EIN and taxes

Once the state approves your Articles of Organization, there are a few more steps before your business is fully operational. Getting your EIN and registering for state taxes are the two that matter most.

Apply for your federal Employer Identification Number (EIN) through the IRS — you can do it online at irs.gov/ein or by filing Form SS-4 by mail or fax. You'll need an EIN to open a business bank account, run payroll, or elect S Corporation tax treatment.

Tennessee imposes a franchise tax on most LLCs at 0.25% of the greater of net worth or the book value of real and tangible personal property in the state, with a $100 minimum. An excise tax may also apply. Register for both through the Tennessee Department of Revenue's consolidated state tax registration application.