TN · LLC formation
Form LLC in Tennessee
Form a company in Tennessee: $300 state filing fee, 1-2 business days online with the Tennessee Secretary of State. $300 state filing fee with no state income tax on wages.
Tennessee formation at a glance
Key fees, timing, and compliance rules for forming a limited liability company in Tennessee with the Tennessee Secretary of State.
State filing fee
$300
Processing time
1-2 business days online
Filing agency
Tennessee Secretary of State
Registered agent
Required — physical TN street address
Annual report
Annual Report — $300 minimum, due 1st day of 4th month after fiscal year end
Franchise / business tax
Franchise and Excise Tax applies
$50 per member, $300 minimum, $3,000 maximum.
How to form an LLC in Tennessee
- 1
Choose a compliant name
- Your name must include "LLC" or "Limited Liability Company".
- It must be unique on Tennessee Secretary of State records.
- Search before you file.
- Words like "bank" may need approval.
- ClearFormation runs a name check before we submit your Articles.
- 2
Appoint a registered agent
- Tennessee requires a registered agent with a physical TN street address.
- They must accept lawsuits and state mail during business hours.
- A commercial agent is for when you don't have a local street address or can't be there during business hours.
- ClearFormation includes agent service in all 50 states.
- 3
File Articles of Organization
- File with the Tennessee Secretary of State and pay $300.
- Processing is usually 1-2 business days online.
- You will list your name, agent, principal address, and management type.
- ClearFormation prepares and files online for you.
- 4
Create an operating agreement
- Not legally required in Tennessee, but every company should have one.
- It sets ownership, voting, and profit splits.
- Banks often ask for it.
- Included with ClearFormation.
- 5
Apply for an EIN
- You need an EIN to open a US bank account, hire staff, and file federal taxes.
- The IRS issues EINs for free.
- ClearFormation can file Form SS-4 for you — including for non-US founders without an SSN.
- 6
Get the licenses and permits your business needs
- State approval does not replace city, county, or professional licenses.
- Check local Tennessee rules for your industry.
- Contractors, restaurants, and healthcare often need extra permits.
- 7
File annual reports and stay compliant
- Tennessee requires the Annual Report ($300 minimum), due 1st day of 4th month after fiscal year end.
- Franchise and Excise Tax applies.
- ClearFormation tracks deadlines and pre-fills your report.
Form your TN LLC now
We prepare the filing, include a TN registered agent, and walk you through the rest.
Typical timeline after you file
Day 0 — Submit filing
Pay $300 to the Tennessee Secretary of State. Online filings in Tennessee usually process in 1-2 business days online.
Week 1 — Get stamped articles
Save the approved formation document. You need it for banking.
Week 1–2 — EIN and bank account
Apply for a federal tax ID, then open a business checking account. See our EIN guide.
Week 2–4 — Operating agreement and licenses
Sign your internal rules. Check city and county license rules for your industry.
Ongoing — Compliance calendar
File the Annual Report ($300 minimum), due 1st day of 4th month after fiscal year end.
LLC vs corporation in Tennessee: which should you form?
Most Tennessee founders ask this exact question. Both entities give you the same personal-liability shield. The real differences are taxes, ownership, and the kind of capital you can raise. A corporation can be taxed as a C-Corp or an S-Corp — that is a tax election, not a different state filing.
Form an LLC in Tennessee if
- • You're owner-operated or have a small group of founders and want pass-through tax (no corporate-level tax).
- • You don't plan to raise from US institutional venture capital.
- • You want minimal ongoing paperwork — no required board meetings, no shareholder formalities.
- • You're a consulting business, ecommerce store, agency, real-estate holding company, or freelancer.
Form a corporation in Tennessee if
- • You plan to raise from venture capital, angels via SAFEs, or eventually go public.
- • You want to issue stock options to employees (an ISO plan requires a C-Corp).
- • You need multiple share classes (preferred for investors, common for founders).
- • You're targeting a strategic acquisition where the acquirer expects a clean cap table.
Raising venture capital? Most US VC-backed startups incorporate as a Delaware C-Corp — see our LLC vs C-Corp guide. An LLC in Tennessee is usually the right fit for operating businesses that won't take priced VC rounds.
Out-of-state companies doing business in Tennessee
If your company was formed elsewhere but you operate in Tennessee, you typically need to foreign-qualify with the Tennessee Secretary of State. That means filing a Certificate of Authority (or equivalent), appointing an in-state registered agent, and paying a state fee. Domestic formation in TN is different — you file Articles of Organization as a new entity.
Who usually forms in Tennessee?
Most TN filings come from founders who live or work in the state. Common examples:
- Freelancers and consultants who want a liability shield
- Local shops, agencies, and professional services firms
- Real-estate investors holding property in Tennessee
- E-commerce brands with customers or inventory in the US
- Non-US founders who need a US entity and bank account
Pick Tennessee when you have real ties here. If you only operate elsewhere, your home state (or the state where you work) is usually cheaper than forming in TN and then foreign-qualifying.
Tennessee formation FAQs
Also for Tennessee founders: Form a corporation in Tennessee · Tennessee registered agent
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Everything you need to launch and maintain your Tennessee company.