Tennessee LLC formation starts with a $300 minimum filing fee that scales with membership size, making it one of the more expensive states for larger LLCs. The state charges $50 per member beyond six members, reaching a maximum of $3,000 for LLCs with 60+ members—a structure that significantly impacts multi-member entities.
Tennessee requires three essentials under the Tennessee Revised Limited Liability Company Act: a proper name ending with "LLC" or similar designator, a registered agent with a Tennessee street address, and Articles of Organization filed with the Secretary of State. The state also imposes franchise and excise taxes on LLCs, adding ongoing compliance complexity beyond basic annual reports.
Tennessee establishes specific formation requirements with a member-based fee structure that differs from most states' flat-rate approach.
Tennessee offers both online and paper filing options, with the member-based fee structure applying to both methods.
Additional members beyond six cost $50 each, up to a maximum filing fee of $3,000. Online filing through the TNCaB portal provides faster processing and immediate payment confirmation.
Tennessee requires LLC names to include "Limited Liability Company," "L.L.C.," or "LLC" and be distinguishable from all existing businesses in the state database. Search the Tennessee Secretary of State's business database to verify availability before filing.
Avoid restricted terms like "bank," "insurance," or "university" without proper licensing authorization. Words suggesting government affiliation will result in automatic rejection.
Reserve your chosen name for 120 days by filing an Application for Name Reservation for $20. If you plan to operate under a different trade name, you can register an assumed name for $20 after formation.
Tennessee law mandates that every LLC maintain a registered agent with a physical street address in Tennessee to receive legal documents, state correspondence, and service of process. P.O. boxes are prohibited under state regulations.
Your registered agent must be:
You can serve as your own registered agent at no cost, but this puts your address on public record and requires your availability during business hours. Professional registered agent services typically cost $100-$300 annually and provide privacy protection, guaranteed availability, and professional document handling.
Failing to maintain a registered agent can result in administrative dissolution, loss of good standing, and personal liability exposure for members.
The Articles of Organization (Form SS-4270) legally establishes your Tennessee LLC. Complete all required sections, including:
File online through the TNCaB portal for fastest processing, or mail completed forms to: Tennessee Secretary of State 312 Rosa L. Parks Avenue Nashville, TN 37243
Filing fees start at $300 for LLCs with 1-6 members, plus $50 for each additional member up to a maximum of $3,000. Online submissions process within two business days, while paper filings take 3-5 business days after receipt.
While Tennessee doesn't require an Operating Agreement for most LLCs, creating one provides essential legal and operational protections. This internal document defines ownership structure, management authority, and operational procedures without state filing requirements.
Critical provisions include:
For single-member LLCs, an Operating Agreement demonstrates business separation from personal affairs, strengthening liability protection. Multi-member LLCs especially benefit from written agreements preventing costly disputes over ownership, management decisions, and financial distributions.
Beyond LLC formation, complete federal and state registration requirements to operate legally. Obtain a free Employer Identification Number (EIN) from the IRS using Form SS-4, required for business banking, tax purposes, and hiring employees.
Tennessee doesn't require a general statewide business license, but industry-specific permits may be mandatory. Register with the Tennessee Department of Revenue for sales tax if selling taxable goods or services.
Check with local governments about municipal permits, zoning approvals, or health department authorizations required for your business activities. Professional services may require additional licensing through state regulatory boards.
Maintaining your Tennessee LLC's good standing requires attention to several recurring obligations that preserve liability protection and legal status:
How long does LLC formation take in Tennessee?
Online filings typically process within two business days. Paper submissions take 3-5 business days after receipt.
Is an operating agreement required?
No, but you'd be smart to have one. Banks, investors, and even solo entrepreneurs rely on it to establish ownership, determine profit distribution, and resolve disputes. You can write it yourself at no cost.
How does Tennessee's fee structure work?
Tennessee charges $300 minimum for 1-6 members, then $50 per additional member up to a maximum of $3,000. This applies to both formation and annual reports.
Can I form an LLC in another state if I operate in Tennessee?
Yes, but you'll need to register as a foreign LLC once you "transact business" in Tennessee, paying both home-state and Tennessee fees.
Discern automates Tennessee LLC formation, handles member-based fee calculations, and tracks franchise tax deadlines automatically across all 51 jurisdictions.
Ready to eliminate Tennessee's compliance complexity? Book a demo with Discern today.
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