How to Form an LLC in Tennessee (2026)
Reviewed by DocDraft Legal Team · Tennessee · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in Tennessee means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In Tennessee you create an LLC by filing the Articles of Organization with the Secretary of State, Division of Business Services, and paying a filing fee of $50 per member, with a minimum of $300 and a maximum of $3,000. Two features make Tennessee different from most states and drive the real cost of running the company. First, the state charges an annual report fee that also starts at $300, one of the higher recurring filing costs in the country and, like the filing fee, tied to the number of members. Second, Tennessee LLCs generally owe both a franchise tax of 0.25% of net worth, with a $100 minimum, and an excise tax of 6.5% of net income. Tennessee LLCs are governed by the Tennessee Revised Limited Liability Company Act in Title 48, Chapter 249 of the Tennessee Code. This guide explains what an LLC is, the exact Tennessee steps and fees, and the deadlines that keep the company in good standing.
Find out where you stand in Tennessee
Where are you in forming your LLC?
DocDraft provides document preparation, not legal advice.
How do you form an LLC in Tennessee?
File the Articles of Organization with the Tennessee Secretary of State, Division of Business Services, and pay a filing fee of $50 per member, with a minimum of $300 and a maximum of $3,000. You must name a registered agent with a Tennessee street address. Online filings are processed immediately.
How much does it cost to form an LLC in Tennessee?
The filing fee for the Articles of Organization is $50 for each member, subject to a $300 minimum and a $3,000 maximum, so a single-member or small LLC pays $300. Reserving a name in advance costs $20. Each year the LLC also files an annual report starting at $300.
What taxes does a Tennessee LLC pay?
Tennessee generally imposes a franchise tax of 0.25% of net worth, with a $100 minimum, plus an excise tax of 6.5% of net income. Both are administered by the Department of Revenue. This is separate from the filing fee and the annual report fee paid to the Secretary of State.
Does Tennessee require newspaper publication to form an LLC?
No. Tennessee does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In Tennessee the Articles of Organization filing and the annual report are handled through the Secretary of State, with no separate publication step.
Tennessee LLC formation at a glance
You form a Tennessee LLC by filing the Articles of Organization with the Secretary of State, Division of Business Services. What sets Tennessee apart is that both its formation fee and its annual report fee scale with membership. The filing fee is $50 per member, with a floor of $300 and a ceiling of $3,000, so a two-owner LLC still pays the $300 minimum while a large membership can reach $3,000. The annual report fee follows the same structure, also starting at $300, which is one of the higher recurring state filing costs in the country. On top of the Secretary of State fees, Tennessee LLCs generally owe a franchise tax of 0.25% of net worth, with a $100 minimum, and an excise tax of 6.5% of net income, both collected by the Department of Revenue. Every LLC must name and maintain a registered agent with a physical Tennessee street address. Tennessee does not require newspaper publication, and online formation filings are processed immediately. The governing statute is the Tennessee Revised Limited Liability Company Act, Title 48, Chapter 249 of the Tennessee Code.
Forming a two-owner Tennessee LLC, step by step
Suppose two friends in Nashville want to open a small design studio as an LLC. First they search the Tennessee Secretary of State's business name availability tool to confirm their name is available and includes a designator such as LLC, and they can reserve the name for $20 while they prepare paperwork. Next they appoint a registered agent: one owner lives in Tennessee and agrees to serve, using a Tennessee street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Articles of Organization with the Division of Business Services. Because they have two members, the per-member fee of $50 each would come to $100, but the $300 minimum applies, so they pay $300. The LLC legally exists once the Secretary of State files it, and online filings are processed immediately. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though Tennessee does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. They register with the Tennessee Department of Revenue for the franchise tax of 0.25% of net worth, with a $100 minimum, and the excise tax of 6.5% of net income. Finally they calendar the annual report, which starts at $300, so the company stays in good standing each year.
Relevant Laws
Tennessee Revised Limited Liability Company Act (Tenn. Code Ann. Title 48, Chapter 249)
The Tennessee Revised LLC Act governs the formation, management, and dissolution of Tennessee LLCs formed on or after January 1, 2006. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies.
Tenn. Code Ann. § 48-249-1007 (Filing fees; $50 per member)
Requires the Secretary of State to collect from each domestic LLC an initial filing fee equal to $50 multiplied by the number of members, with a minimum of $300 and a maximum of $3,000. This per-member structure is why small Tennessee LLCs pay the $300 floor while larger ones pay more, up to the $3,000 cap.
Articles of Organization (formation document)
A Tennessee LLC is formed by delivering the Articles of Organization to the Secretary of State, Division of Business Services, for filing. The Articles state the LLC's name, its registered agent and office, whether it is member-managed or manager-managed, and the number of members, which determines the filing fee. Online filings are processed immediately.
Registered agent requirement
Every Tennessee LLC must designate and continuously maintain a registered agent and registered office in Tennessee. The agent, an individual residing in Tennessee or an authorized business entity, receives lawsuits and official notices for the company. The agent's Tennessee street address goes on the Articles of Organization and the annual report.
Annual report requirement
A Tennessee LLC must file an annual report with the Secretary of State each year to stay in good standing. The report fee starts at $300 and, like the filing fee, is calculated at $50 per member. The annual report keeps the LLC's principal office, registered agent, and management information current with the state.
Tennessee franchise and excise tax (Department of Revenue)
Tennessee generally imposes two entity-level taxes on LLCs. The franchise tax is 0.25% of the LLC's net worth, with a minimum of $100. The excise tax is 6.5% of net income. Both are administered by the Tennessee Department of Revenue and are separate from the Secretary of State filing and annual report fees.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member Tennessee LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. This federal classification is separate from Tennessee's franchise and excise taxes.
Regional Variances
How forming an LLC in Tennessee differs from other states
Per-member filing fee with a $300 floor
This is the headline difference. Under Tenn. Code Ann. § 48-249-1007, the filing fee is $50 for each member, with a minimum of $300 and a maximum of $3,000. Most states charge one flat fee regardless of ownership, so a multi-owner LLC that would pay a fixed amount elsewhere can pay more in Tennessee as membership grows toward the $3,000 cap.
A $300 annual report, not a token fee
Tennessee's annual report fee starts at $300 and also scales at $50 per member. Many states charge a small flat annual fee or none at all. The recurring $300 minimum makes Tennessee one of the more expensive states to keep an LLC in good standing year after year.
Franchise tax plus excise tax
Tennessee generally levies both a franchise tax of 0.25% of net worth, with a $100 minimum, and an excise tax of 6.5% of net income. Many states impose no comparable entity-level tax on a pass-through LLC. A Tennessee LLC should budget for both taxes in addition to the Secretary of State fees.
No newspaper publication requirement
Tennessee does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A Tennessee LLC is complete once the Secretary of State files the Articles of Organization, with no publication step.
Immediate online processing
Online Articles of Organization filed with the Tennessee Secretary of State are processed immediately, so the LLC can exist the same day. Some states take days or weeks to process a mailed or online formation, which matters when a bank account, lease, or contract is waiting on proof of formation.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the Tennessee Secretary of State's business name availability tool to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for $20 while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingTennessee requires a registered agent with a physical Tennessee street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Tennessee, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first.
File the Articles of Organization with the Secretary of State
To create the LLC days after startingFile the Articles of Organization with the Tennessee Secretary of State, Division of Business Services, and pay the filing fee of $50 per member, with a $300 minimum and a $3,000 maximum. Online filings are processed immediately, and the LLC legally exists only once the Secretary of State files it. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. Tennessee's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Register for the franchise and excise taxes with the Department of Revenue
After formation days after startingRegister your LLC with the Tennessee Department of Revenue for the franchise tax of 0.25% of net worth, with a $100 minimum, and the excise tax of 6.5% of net income. These entity-level taxes are separate from the Secretary of State fees. Confirm current rates, filing dates, and any available exemptions with the Department.
File the annual report each year
By the first day of the 4th month after fiscal year-end days after startingFile the annual report with the Tennessee Secretary of State each year to keep the LLC in good standing. The fee starts at $300 and is calculated at $50 per member. For a calendar-year LLC the report is due April 1. Missing it can lead to administrative dissolution, so calendar the deadline when you form.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the Tennessee Secretary of State's business name availability tool to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for $20 while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | Tennessee requires a registered agent with a physical Tennessee street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in Tennessee, or a commercial registered agent service will serve. You will name the agent on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Secretary of State | File the Articles of Organization with the Tennessee Secretary of State, Division of Business Services, and pay the filing fee of $50 per member, with a $300 minimum and a $3,000 maximum. Online filings are processed immediately, and the LLC legally exists only once the Secretary of State files it. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. Tennessee's LLC act expects members to have an operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Register for the franchise and excise taxes with the Department of Revenue | Register your LLC with the Tennessee Department of Revenue for the franchise tax of 0.25% of net worth, with a $100 minimum, and the excise tax of 6.5% of net income. These entity-level taxes are separate from the Secretary of State fees. Confirm current rates, filing dates, and any available exemptions with the Department. | - | After formation |
| File the annual report each year | File the annual report with the Tennessee Secretary of State each year to keep the LLC in good standing. The fee starts at $300 and is calculated at $50 per member. For a calendar-year LLC the report is due April 1. Missing it can lead to administrative dissolution, so calendar the deadline when you form. | - | By the first day of the 4th month after fiscal year-end |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from the people who own it. The owners, called members, are generally not personally responsible for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In Tennessee, LLCs are created under the Tennessee Revised Limited Liability Company Act in Title 48, Chapter 249 of the Tennessee Code. It pairs that liability protection with pass-through taxation and lighter paperwork than a corporation.
A sole proprietorship is not a separate legal entity, so the owner is personally on the hook for every business debt and lawsuit. A Tennessee LLC files the Articles of Organization with the Secretary of State to become a distinct entity that shields the owner's personal assets. The tradeoff is cost and upkeep: a Tennessee LLC pays at least $300 to form and files a $300 annual report, while a sole proprietorship has no state formation fee. Attorney review of your setup is available through DocDraft.
Tennessee does not charge a single flat fee. Under Tenn. Code Ann. section 48-249-1007, the filing fee for the Articles of Organization is $50 multiplied by the number of members, with a minimum of $300 and a maximum of $3,000. A single-member or two-member LLC pays the $300 floor because the per-member math falls below it. A company with many members pays more, up to the $3,000 cap. Most states charge one flat fee regardless of ownership, which makes this per-member structure unusual.
Often yes. Tennessee's franchise tax is 0.25% of the LLC's net worth with a minimum of $100, so a company can owe the $100 floor even in a year with no net income. The separate excise tax is 6.5% of net income, which is zero when there is no profit. Both are administered by the Tennessee Department of Revenue and are separate from the Secretary of State fees. Confirm current rates and any exemptions with the Department, since tax provisions change.
A Tennessee LLC files an annual report with the Secretary of State each year to stay in good standing. It is due by the first day of the fourth month after the close of the LLC's fiscal year, which for a calendar-year company is April 1. The fee starts at $300 and, like the formation fee, is calculated at $50 per member. Missing the report can lead the state to administratively dissolve the LLC, so calendar the deadline when you form.
Yes. Tennessee lets you act as your own registered agent as long as you are an individual who resides in Tennessee and have a physical Tennessee street address, not a P.O. box, where you can accept lawsuits and official state mail during business hours. You can also name a co-owner who lives in Tennessee or hire a commercial registered agent service. The agent's address is listed on both the Articles of Organization and the annual report.
Yes. If you have a name but are not ready to file, you can reserve it with the Tennessee Secretary of State for $20 while you prepare your paperwork. First search the Secretary of State's business name availability tool to confirm the name is not already in use and includes a required designator such as LLC or Limited Liability Company. Reserving is optional; if you are filing right away, the Articles of Organization lock in the name directly.
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