Form a Tennessee LLC
$300 state fee · 1-2 business days online
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Tennessee LLC at a glance — Formation by the Numbers
Key fees, timing, and compliance rules for forming a Tennessee LLC 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 |
| Registered agent (ClearFormation) | Included with formation — $0 year one |
| Operating agreement | Included with ClearFormation |
$50 per member, $300 minimum, $3,000 maximum.
What is a Tennessee LLC?
A Tennessee LLC is a limited liability company formed under Tennessee law and registered with the Tennessee Secretary of State. It separates your personal assets from business debts, defaults to pass-through taxation at the federal level, and is the most common structure for small businesses, freelancers, and holding companies.
No state income tax on wages and central US logistics. Forming in Tennessee makes sense when you live or operate there, hold Tennessee property, or choose TN for its fee structure and rules. Non-US founders can own 100% of a Tennessee LLC with no residency requirement.
Benefits of a Tennessee LLC — benefits of an LLC
- Limited liability — members are generally not personally liable for LLC debts and lawsuits.
- Pass-through tax — profits flow to members' returns unless you elect C-Corp or S-Corp treatment.
- Flexible ownership — single-member or multi-member; no member cap like S-Corps.
- US banking — LLC + EIN unlocks Mercury, Relay, Stripe, and other business accounts.
Tennessee LLC pros and cons — drawbacks of starting an LLC in Tennessee
Drawbacks to weigh before you file:
- Self-employment tax on active LLC profits (unless you elect S-Corp payroll later).
- Tennessee franchise or business tax: Franchise and Excise Tax applies.
- Not ideal for US venture capital — investors typically expect a Delaware C-Corp.
Types of LLCs in Tennessee
- Single-member LLC — one owner; taxed as a disregarded entity by default. Single-member LLC guide.
- Multi-member LLC — partnership taxation by default (Form 1065 + K-1s). Multi-member LLC guide.
- Member-managed vs manager-managed — declare in your operating agreement who runs day-to-day operations.
- Professional LLC (PLLC) — may be required for licensed professions; check Tennessee Secretary of State rules.
Is a Tennessee LLC right for you?
Compare alternatives before filing:
- LLC vs sole proprietorship — liability shield vs simplicity.
- C-Corp in Tennessee — better for VC and stock options.
- S-Corp vs LLC — payroll tax savings with added compliance.
- Best state to form an LLC — if you're not sure Tennessee is the right state.
Before you file: Essential Tennessee LLC requirements
Before submitting Articles of Organization to the Tennessee Secretary of State, confirm you have: (1) a distinguishable LLC name with the required designator, (2) a Tennessee registered agent with a physical TN street address, (3) the $300 state filing fee, and (4) a decision on member-managed vs manager-managed structure. Non-US founders do not need a US address or SSN — only the registered agent must be in-state.
Management structure: member-managed vs. manager-managed
Tennessee lets you declare whether the LLC is member-managed (all owners run day-to-day decisions) or manager-managed (appointed managers operate the business). Most small TN LLCs are member-managed. Choose manager-managed if you have passive investors or want a cleaner separation between ownership and operations. Record the choice in your operating agreement and formation filing.
Registering an out-of-state LLC in Tennessee
If your LLC was formed in another state 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 a Tennessee registered agent, and paying a state fee. Domestic formation in TN is different — you file Articles of Organization as a new entity.
Tennessee Secretary of State Contact Information
File your Articles of Organization with the Tennessee Secretary of State. Search their business entity database to confirm name availability before you submit. After approval, keep stamped formation documents with your operating agreement and EIN letter — you need them for banking and compliance.
How to start an LLC in Tennessee
Registering an LLC in Tennessee means filing Articles of Organization with the Tennessee Secretary of State and paying the $300 state fee. You need a Tennessee registered agent with a physical TN address before the state will approve your filing. Most founders complete these seven steps in 1-2 business days online.
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Step 1: Name your Tennessee LLC
Your LLC name must include "LLC" or "Limited Liability Company" and be distinguishable from existing Tennessee entities on Tennessee Secretary of State records. Search the state database before filing — restricted words like "bank" or "insurance" may need approval. ClearFormation runs a name availability check before we submit your Articles of Organization.
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Step 2: Appoint a registered agent for your Tennessee LLC
Tennessee requires a registered agent with a physical street address in TN — available during business hours to accept lawsuits and state mail. You can be your own agent if you have an in-state address, but most founders use a commercial service for privacy. ClearFormation provides registered agent service in all 50 states, included with formation.
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Step 3: File Tennessee Articles of Organization
Submit Articles of Organization (or the Tennessee equivalent) with the $300 state filing fee. Standard processing through the Tennessee Secretary of State is 1-2 business days online. You'll list your LLC name, registered agent, principal address, and whether the LLC is member-managed or manager-managed. ClearFormation prepares and files online on your behalf.
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Step 4: Create an operating agreement for your Tennessee LLC
Not legally required in Tennessee, but every LLC should have one. It defines ownership percentages, voting rights, profit splits, and what happens if a member leaves — and it's core evidence that your LLC is separate from you personally. Banks often require it. Included with ClearFormation.
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Step 5: Apply for an EIN for your Tennessee LLC
An EIN (Employer Identification Number) is required to open a US business bank account, hire employees, and file federal taxes. The IRS issues EINs for free; ClearFormation can file Form SS-4 for you as an optional add-on — including for non-US founders without an SSN.
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Step 6: Get the licenses and permits your business needs
State LLC approval doesn't replace city, county, or professional licenses. After formation, check local Tennessee requirements for your industry — contractors, restaurants, healthcare, and financial services often need separate permits. Many cities require a general business license even for home-based companies.
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Step 7: File your 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 for approval.
Questions? Book a call
Tennessee LLC fees and ongoing requirements — cost of starting an LLC in Tennessee
Forming an LLC in Tennessee has three cost layers: the one-time state filing fee, ongoing state compliance (the annual report and any franchise tax), and federal-level requirements like an EIN.
One-time Tennessee formation cost
The Tennessee LLC filing fee is $300, paid to the Tennessee Secretary of State when you submit your Articles of Organization. $50 per member, $300 minimum, $3,000 maximum. You'll also want an operating agreement to define ownership and management — included with every ClearFormation LLC.
Ongoing Tennessee LLC cost
The Annual Report is $300 minimum, due 1st day of 4th month after fiscal year end. Franchise and Excise Tax applies. LLCs are pass-through by default, so profits flow to your personal federal return unless you elect S-Corp or C-Corp taxation.
What's included with ClearFormation
Tennessee registered agent service is bundled into every formation plan — no separate annual RA fee. EIN filing is available as an optional add-on (we can file it for non-US founders without an SSN). An operating agreement template is included so you have the governance paperwork banks and partners expect from day one.
Fees reviewed against Tennessee Secretary of State (last reviewed June 2026).
Taxes for Your Tennessee LLC — Tennessee LLC taxation
Federally, a Tennessee LLC is a pass-through entity by default — profits are reported on members' personal returns, plus 15.3% self-employment tax on active business income. At the state level: Franchise and Excise Tax applies You must also file the Annual Report ($300 minimum) with the Tennessee Secretary of State.
You can elect C-Corp (Form 8832) or S-Corp (Form 2553) taxation if it saves money. Read how LLCs pay taxes for the full picture. If you operate outside Tennessee, you may need to foreign-qualify in other states.
Tennessee Business Resources
Official TN filings go through the Tennessee Secretary of State. Use these starting points when you verify fees, search entity names, or check good standing before banking or contracting.
- Tennessee Secretary of State — file Articles of Organization, amendments, and annual report filings.
- Entity name search — confirm your LLC name is available before filing ($300 state fee is non-refundable on rejected names).
- Tennessee registered agent — required on every formation and foreign qualification filing.
- Form a C-Corp in Tennessee — if you are raising venture capital instead of operating as an LLC.
Common Tennessee LLC mistakes
- Skipping the operating agreement. Banks and courts expect written governance. Included with ClearFormation.
- Mixing personal and business funds. Weakens your liability shield.
- Missing the annual report. Can cost you good standing or trigger administrative dissolution.
- Acting as your own registered agent while traveling. Use a commercial TN registered agent.
Tennessee LLC pricing
One simple plan — pay only for what you need. Add EIN or annual report filing only if you want them.
Business Formation + Registered Agent
+ $300 TN state filing fee · Renews at $150/yr for Registered Agent
Everything you need to launch your Tennessee TN company.
Add EIN or annual reports separately only if you need them.
- Tennessee LLC formation ($150 one-time)
- TN Registered Agent — 1 year included ($150/yr after)
Optional add-ons
EIN / Federal Tax ID filing
+ $50 one-timeWe file IRS Form SS-4 and deliver your CP 575 confirmation letter. Required to open a US business bank account.
Annual report filing + reminders
+ $50/yr (+ state fee)We track your Tennessee due date, pre-fill the report, send 90/60/30-day reminders, and file after you approve.
You'll pick add-ons in the wizard — no add-on is required.
Next steps after forming your Tennessee LLC
Getting the stamped Articles of Organization back from the Tennessee Secretary of State is the legal birth of the company — but it's only step one. The next 30 days are where most founders cut corners and create problems that surface at tax time or when a bank asks for paperwork. Here's the order we recommend for a Tennessee LLC.
1. Adopt an operating agreement
The operating agreement is your LLC's internal rulebook: ownership percentages, voting rights, profit splits, how new members join, and what happens if a member leaves. Tennessee doesn't legally require one, but every LLC should have one. Banks routinely ask for it when opening a business account, and single-member LLCs need one too — it's core evidence that your LLC is separate from you personally. ClearFormation includes an operating agreement template with every formation.
2. Get your EIN and open a business bank account
The LLC needs its own EIN (Form SS-4) to open a US business bank account, hire, and file federal taxes. Take the stamped Articles of Organization, EIN letter, and operating agreement to the bank. Commingling personal and business funds is the fastest way to weaken your liability shield and expose yourself personally to business debts. EIN filing is available as an optional add-on through ClearFormation — including for non-US founders without an SSN.
3. Lock in tax and compliance calendars
Federal: a single-member LLC reports on Schedule C with your personal Form 1040; a multi-member LLC files Form 1065 and issues K-1s to members. State: the Annual Report is $300 minimum, due 1st day of 4th month after fiscal year end. Franchise and Excise Tax applies. If you'd rather be taxed as an S-Corp, file IRS Form 2553 within 75 days of formation (or by March 15 for the current tax year).
4. BOI report — only if foreign-formed
As of March 21, 2025, FinCEN exempted domestic US entities from the Beneficial Ownership Information report. A Tennessee-formed LLC does not file a BOI report. If you later register a foreign-formed entity to do business in the US, that foreign entity must file within 30 days of US registration.
Annual cadence: Annual Report renewal, federal tax return, and an updated member ledger if ownership has changed. Keep business and personal finances separate — that's what preserves the liability shield.
LLC vs C-Corp 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.
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 C-Corp 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.
Rule of thumb: if you're raising priced rounds from US VCs, the market default is a Delaware C-Corp. An LLC in Tennessee is the right call for operating businesses that don't need the Delaware-VC track.
Tennessee LLC FAQs — Frequently asked questions
Also for Tennessee founders: Form a C-Corp in Tennessee · Tennessee registered agent
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