Tennessee LLC: Frequently Asked Questions

No. There is no residency requirement for the members or the organizer of a Tennessee LLC. You can live in another state or another country and still form one. The one thing that has to sit within Tennessee is the registered agent, and that agent needs a Tennessee street address (not a P.O. box). Out-of-state owners typically use a commercial registered agent service to meet that requirement.

Tennessee is one of the very few states that scales its LLC formation and annual report fees by member count: $50 per member, never less than $300 and never more than $3,000. Any LLC with one to six members pays the $300 floor; a seven-member LLC pays $350, and the $3,000 ceiling applies from 60 members up. Plan for this before adding members, because it affects both your formation cost and your recurring annual cost.

They are entirely separate. The annual report is filed with the Secretary of State through TNCaB and keeps your entity in good standing; its fee follows the per-member schedule. Franchise and excise (F&E) tax is filed with the Tennessee Department of Revenue through TNTAP and is an actual tax on your net earnings and net worth, with a $100 minimum franchise tax. Most Tennessee LLCs owe both, on different schedules, and doing one does not satisfy the other.

Under T.C.A. § 48-249-1017, the annual report is due on or before the first day of the fourth month after your fiscal year closes. For an LLC on a calendar year, that means April 1. If you set a different fiscal year end, count four months forward from that close. The fee is $300 for up to six members, plus $50 for each additional member, capped at $3,000. Missing the deadline puts the LLC at risk of administrative dissolution by the Secretary of State.

Franchise and excise tax is due the 15th day of the fourth month after your fiscal year ends: April 15 for a calendar-year LLC. It is filed with the Tennessee Department of Revenue through the TNTAP portal, not with the Secretary of State. Register for F&E early so you are set up to file, and keep this date separate in your mind from the annual report deadline.

Tennessee does not tax wages or ordinary personal income, which is part of the state's appeal. However, most Tennessee LLCs owe franchise and excise tax, which functions as a business-level tax on net earnings and net worth through the Department of Revenue. So while there is no broad personal income tax, "no income tax" does not mean an LLC owes nothing at the state level.

The Secretary of State doesn't publish a standard processing time for Articles of Organization, so leave some cushion if you have a deadline. Filing online through TNCaB avoids mail time. Once recorded, your LLC appears in the Secretary of State's business entity search and your stamped Articles of Organization are available to download. Mailed filings take longer.

The Articles let you name an individual as registered agent, so yes, as long as you list a Tennessee street address (not a P.O. box), your county, and an email. The catch is that the address becomes part of the public, searchable record. Many owners use a commercial registered agent instead to keep a home address private and to guarantee someone is always available to receive legal papers.

The name must include "Limited Liability Company," "LLC," or "L.L.C." It must be distinguishable from every other entity on file with the Secretary of State, and it cannot falsely suggest a government agency or a purpose the LLC is not authorized for. "Bank," "banking," "credit union," or "trust" need written approval from the Department of Financial Institutions, and "insurance company" needs approval from the Department of Commerce and Insurance.

Multi-member LLCs and any LLC with employees are required to have an EIN. A single-member LLC with no employees can technically use the owner's Social Security number, but almost every owner gets an EIN anyway. It is needed to open a business bank account and keeps personal and business identity separate. Apply free and directly with the IRS after your Articles are recorded, or let Mainstay Filing apply for it for you when you form with us.

No, Tennessee does not require you to file one, and it is not part of the Articles of Organization. But you should have one. For a multi-member LLC it is essential, because without it the default rules of the Tennessee Revised LLC Act decide how profits split and what happens when a member leaves. For a single-member LLC, it reinforces the separation between you and the company. You keep it internally rather than filing it.

The Secretary of State's FAQ says an entity that fails to file its annual report on time may be administratively dissolved and placed in inactive status. Reinstatement uses Form SS-9410, costs $70, and requires a tax clearance from the Department of Revenue. The practical safeguard is keeping the business email on your record current, since Tennessee sends its reminders by email, plus a calendar entry for your deadline.

Yes. If your name clears the entity search but you are not ready to file the Articles, Tennessee lets you reserve it with the Secretary of State on Form SS-9425 for $20. Reservation only holds the name; it does not form the LLC. Once you file the Articles, the name is secured with the entity itself.

An assumed name lets your existing LLC do business under a name other than its official legal name. You register it with the Secretary of State on the state's assumed-name form. You only need one if you want to operate or market under a different name than what is on your Articles. It does not create a separate entity; it is an additional name for the same LLC.

Register as a foreign LLC by obtaining a Certificate of Authority from the Secretary of State (Form SS-4233), which requires a recent certificate of existence from your home state and a Tennessee registered agent. Operating in Tennessee without qualifying can bar you from suing in Tennessee courts and expose you to penalties and back taxes, so qualify before you start doing business here.

Wind up the business (settle debts, notify creditors, distribute remaining assets, and close out tax accounts including franchise and excise with the Department of Revenue), then file articles of dissolution (or termination) with the Secretary of State. Simply abandoning the LLC leaves obligations running and can lead to accumulating fees, so file the formal dissolution to end things cleanly.