Tennessee charges LLC formation fees based on member count rather than a flat rate. The rule: $50 per member, with a $300 minimum and a $3,000 maximum, per the TN SOS fee page and TCA § 48-249-1007(d). An LLC with 6 members pays the $300 minimum; an LLC with 10 members pays $500; an LLC with 60 or more members pays the $3,000 cap. This scaling approach means formation costs reflect business complexity rather than follow uniform pricing.
Online filing through the TNCaB system provides immediate or same-day processing based on practitioner consensus, while mail submissions require approximately 2 to 3 weeks for postal transit and state processing. Tennessee does not offer a formal expedited processing tier for LLC formations, as its online system already delivers the fastest available service. The Tennessee Secretary of State does not publish official processing time guarantees; filers requiring authoritative confirmation should contact the Business Services Division directly.
Tennessee's member-based fee structure creates different costs depending on your LLC's ownership structure. The state charges $50 per LLC member, with built-in minimums and maximums that protect both small and large businesses from extreme costs.
This structure means Tennessee can be expensive for small businesses relative to flat-rate states, but the $3,000 cap makes it more manageable for very large entities. The cap is reached at 60 members (60 x $50 = $3,000), so entities above that threshold pay no additional fee.
Your annual report follows the identical fee structure: $50 per member, $300 minimum, $3,000 maximum, per TCA § 48-249-1007(d). This ongoing cost maintains your LLC's good standing and is due each year on the first day of the fourth month following your fiscal year end (typically April 1 for calendar-year LLCs, though deadlines track fiscal year close and are subject to change; confirm against current Tennessee Secretary of State instructions each year). For more on deadlines and requirements, see our Tennessee LLC annual report guide. If the annual report includes a change of registered agent or registered office, the Secretary of State collects an additional $20 surcharge on top of the member-based fee, per TCA § 48-249-1007(d). Failure to file on time may result in administrative dissolution.
Tennessee's member-based structure positions it among higher-cost states for small LLCs, particularly when compared to neighboring states using flat-rate pricing. For a full walkthrough of the Tennessee LLC formation process, see our dedicated guide.
Regional comparisons:
Tennessee's $300 minimum exceeds the typical $50 to $150 formation fee range, placing it in the top quartile of state costs. The annual maintenance burden compounds this expense, as comparison states charge anywhere from $0 to $60 yearly, while Tennessee's $300 minimum ranks among the highest nationally.
Tennessee does not impose a state income tax on LLC profits distributed to members (the Hall Income Tax was fully eliminated effective January 1, 2021). Tennessee does impose a combined franchise and excise tax on LLCs, though the property-based franchise tax minimum measure was repealed by HB 1893/SB 2103 (Public Chapter 950), signed into law on May 10, 2024, per the General Assembly fiscal memo. The net worth measure of the franchise tax and the excise tax both remain in effect. The $3,000 fee cap also makes Tennessee more reasonable for very large entities compared to states with unlimited fee structures.
Beyond core Articles of Organization costs, several optional and amendment charges can affect your total Tennessee LLC expenses throughout the business lifecycle. All fees below are verified from the TN SOS fee page and TCA § 48-249-1007.
Tennessee's approach keeps additional costs reasonable while providing necessary flexibility for business changes and official documentation needs. Any other document required or permitted to be filed carries a standard $20 fee, per TCA § 48-249-1007(a)(34).
Discern automates Tennessee's entire compliance process by pre-filling annual reports, automatically calculating member-based fees, and providing complete visibility into your entity's compliance status. For Tennessee LLCs specifically, this removes the manual work of tracking member counts and recalculating variable fees each year.
For firms managing entities across multiple states, Discern's platform handles registered agent services, annual report filings, and entity formations across 51+ jurisdictions from a single dashboard. This is particularly valuable when comparing Tennessee's variable fee structure against flat-rate states in your portfolio, where different calculation methods and deadlines demand close attention.
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Below are answers to common questions about Tennessee's member-based LLC fee structure and related costs.
How is the Tennessee LLC filing fee calculated?
Tennessee charges $50 per LLC member at the time of filing, with a $300 minimum and a $3,000 maximum, per TCA § 48-249-1007(d). An LLC with 1 to 6 members pays $300 (the minimum). An LLC with 10 members pays $500. An LLC with 60 or more members pays the $3,000 cap.
Is the annual report fee the same as the formation fee?
Yes. The annual report uses the identical $50 per member structure with the same $300 minimum and $3,000 maximum, governed by the same TCA § 48-249-1007(d). If your annual report includes a registered agent or office change, an additional $20 surcharge applies.
When is the Tennessee LLC annual report due?
The annual report is due on the first day of the fourth month following the close of your LLC's fiscal year, per TCA § 48-249-1017. For calendar-year LLCs, the deadline is April 1; confirm against current Secretary of State instructions each year.
Does Tennessee offer expedited LLC formation?
No. Tennessee does not offer a formal expedited processing option. Online filing through the TNCaB portal is the fastest method, with practitioner sources consistently reporting immediate or same-day processing. The Tennessee SOS does not publish official processing time commitments.
How does Tennessee's lack of state income tax affect total LLC costs?
Tennessee does not tax LLC profits distributed to members at the state level. LLCs operating in Tennessee remain subject to the state's combined franchise and excise tax. The property-based minimum measure of the franchise tax was repealed effective for tax years ending on or after January 1, 2024 by HB 1893/SB 2103, but the net worth measure and excise tax remain in effect.
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