Tennessee LLC Filing Fees and Requirements

Filing fee: $300 minimum (up to $3,000 based on member count; $50 per member)

Processing time: Same day (online or in person); 2–3 weeks (mail)

State agency: Tennessee Secretary of State, Division of Business Services

Annual report due: April 1 for calendar-year LLCs (first day of the 4th month after fiscal year close)

State tax rate: Franchise tax: 0.25% of Tennessee net worth ($100 minimum); Excise tax: 6.5% of net earnings

Forming an LLC in Tennessee requires filing Articles of Organization with the Tennessee Secretary of State and paying a fee of $50 per member — with a minimum of $300 and a maximum of $3,000. Most LLCs with 6 or fewer members pay the $300 minimum. You'll also need a registered agent, an LLC name that meets state rules, and a plan for ongoing annual report and franchise tax filings.

Articles of Organization filing fee

Tennessee's filing fee structure is different from most states — it's based on how many members your LLC has, not a flat rate. The fee is $50 per member, with a floor of $300 and a ceiling of $3,000.

For LLCs with 1 through 6 members, the total fee is $300. For LLCs with more than 6 members, add $50 for each member above 6. The fee caps at $3,000 regardless of how many members you have. You file the Articles of Organization with the Tennessee Secretary of State, Division of Business Services.

• 1–6 members: $300 total
• 7 members: $350 total
• 8 members: $400 total
• 60+ members: $3,000 maximum (fee caps here)

Registered agent requirement

Every Tennessee LLC must designate a registered agent — a person or business entity with a physical street address in Tennessee where legal documents and official state correspondence can be received during normal business hours. A P.O. Box does not qualify.

You can serve as your own registered agent if you're at least 18, are a Tennessee resident, and have a Tennessee street address where you're available 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 accept documents.

LLC name requirements

Your LLC name must include "Limited Liability Company," "LLC," or "L.L.C." at the end. It must be distinguishable from other business names already on file with the Tennessee Secretary of State. You can check name availability through the Secretary of State's online business search before you file.

A few words are off-limits or restricted. You can't use "Corporation" or "Incorporated" — those are reserved for corporate entities. Words like "bank," "credit union," or "trust" require approval from the Tennessee Department of Financial Institutions before you can use them.

Employer Identification Number

An Employer Identification Number (EIN) is a federal tax ID issued by the IRS. Every LLC should have one — it's required to open a business bank account, hire employees, and file federal taxes. You apply directly at irs.gov/ein at no cost.

Single-member LLCs with no employees can technically use a Social Security number instead. But an EIN keeps your personal number off business documents and is worth getting regardless of your LLC's size.

Annual report requirements

Tennessee LLCs must file an annual report with the Secretary of State each year to stay in good standing. The fee uses the same member-based structure as the formation filing: $50 per member, with a $300 minimum and $3,000 maximum.

For LLCs on a calendar fiscal year, the annual report is due April 1. More precisely, it's due on the first day of the fourth month after your fiscal year closes. Your first annual report is due in the year after you form your LLC — not the same year.

Franchise and excise tax

Tennessee imposes both a franchise tax and an excise tax on LLCs registered to do business in the state. The franchise tax is 0.25% of Tennessee net worth, with a $100 minimum. The excise tax is 6.5% of net earnings. Both apply even if your LLC is inactive, unless it has been dissolved or qualifies for an exemption.

Returns are generally due on the 15th day of the fourth month after your fiscal year closes — April 15 for calendar-year filers. A tax professional can help you figure out whether your LLC qualifies for any exemptions and how to calculate what you owe.

Foreign LLC registration

If your LLC is formed in another state but does business in Tennessee, you need to register as a foreign LLC with the Tennessee Secretary of State. The registration fee follows the same member-based structure: $50 per member, with a $300 minimum and $3,000 maximum.

Foreign LLCs must also designate a Tennessee registered agent and file annual reports on the same schedule as domestic LLCs.

Business licenses and permits

Tennessee doesn't issue a single statewide business license that covers all LLCs. What you need depends on your industry, your location, and whether you operate at the federal, state, or local level. Most Tennessee businesses need a state business license from the Tennessee Department of Revenue, and many counties and cities require a local business license on top of that.

Running your business without the required licenses can mean fines from state or local governments — and in some industries, it can put your ability to operate at risk. Check with the Tennessee Secretary of State's office and your local county clerk to figure out what applies to your specific business.

Operating agreement

Tennessee does not require LLCs to have an operating agreement, but having one is worth the effort. An operating agreement sets out how your LLC is owned, how decisions get made, and how profits and losses are divided among members.

Without one, Tennessee's default LLC statutes govern your business — which may not reflect what you and your co-owners actually agreed to. For single-member LLCs, an operating agreement also helps reinforce that your business is a separate legal entity, which matters if your liability protection is ever questioned.