Tennessee charges its LLC filing fee per member, not as a flat rate. A single-member LLC pays a $300 minimum. A 10-member LLC pays $500 to form, and then $500 again every year just for the Annual Report, before any state tax bill arrives.
TL;DR
- Per-member fee structure: Articles of Organization cost $50 per member, with a $300 minimum (covers up to 6 members) and a $3,000 maximum.
- Step 1, name: confirm your LLC name is distinguishable in Tennessee and includes a required designator like "LLC."
- Step 2, registered agent: you need a physical Tennessee street address, no PO box, to receive legal notices.
- Step 3, Articles of Organization: file Form SS-4270 through the TNBEAR portal or by mail, using the per-member fee table.
- Step 4, EIN: free from the IRS, online for SSN/ITIN holders, Form SS-4 by phone, fax, or mail for founders without one.
- Step 5, Form 5472: required annually for 25%+ foreign-owned single-member LLCs, even at zero revenue, with a $25,000 minimum penalty for missing it.
- Step 6, ongoing compliance: the Annual Report repeats the per-member fee, and most LLCs also owe Tennessee's separate Franchise and Excise Tax.
Why Form an LLC in Tennessee
Tennessee has no personal income tax on wages or earned income, which is real savings for a Tennessee-resident founder running a single-member LLC. The old Hall Tax on interest and dividend income was fully repealed effective January 1, 2021, so that exposure is gone too.
What Tennessee is not, though, is a low-cost state for every LLC. The state layers a separate Franchise and Excise Tax on top of the no-income-tax pitch, and its formation and Annual Report fees scale with member count instead of staying flat. A single-owner operator based in Tennessee gets a genuinely favorable setup. A multi-member or growth-stage LLC should run the real numbers before assuming Tennessee is the cheap option.
Step 1: Choose Your LLC Name
Your LLC name must contain "LLC," "L.L.C.," or "Limited Liability Company," and it has to be distinguishable from names already on file with the Tennessee Secretary of State.
- Check availability first through the Secretary of State's business name search before filing anything.
- Reserve the name if you're not ready to file using Form SS-9425. The fee is $20, and the reservation holds the name for up to 120 days.
A reservation is optional. Skip it if you plan to file your Articles of Organization right away, since the name gets locked in at that point anyway.
Step 2: Appoint a Registered Agent
Tennessee law (Tenn. Code Ann. §48-249-109, per secondary sourcing we'd recommend confirming against the current statute text) requires every LLC to maintain a registered agent with a physical street address inside the state. A PO box does not qualify.
If you don't have a Tennessee address yourself, a commercial registered agent service fills that role. This matters even more for founders forming from outside Tennessee, or outside the US entirely, since state notices and service of process only reach the LLC through this address.
Step 3: File Your Articles of Organization
The Articles of Organization is the filing that legally creates your LLC. In Tennessee, this is Form SS-4270, and it's the step most guides get wrong for this state because they quote a flat fee that doesn't exist here.
Tennessee prices the Articles of Organization per member, not as a flat charge. Based on the fee language directly from the Tennessee Secretary of State's form, the structure works like this:
| Member count | Filing fee |
|---|---|
| 1 to 6 members | $300 flat (minimum) |
| 7+ members | $50 per member |
| Fee cap | $3,000 maximum |
A single-member LLC pays the $300 minimum. So does a 5-member or 6-member LLC, since $50 per member doesn't exceed $300 until member seven. A 10-member LLC pays $500. This is a real cost consideration for any LLC bringing on multiple owners or investors in Tennessee.
You can file online through the TNBEAR portal or by mail. Online filings typically process in roughly 2 to 3 business days, though we'd treat that as a general estimate rather than a guaranteed turnaround since it isn't firmly published. Tennessee doesn't have a confirmed expedited-filing option with a published fee, so don't budget for rush processing.
Tennessee has no publication requirement after filing, unlike states such as New York or Arizona.
Step 4: Get an EIN
An Employer Identification Number (EIN) is what the IRS uses to identify your LLC for tax purposes, and you'll need one to open a US bank account or file taxes. It's free directly from the IRS.
Founders with a Social Security Number or ITIN can apply online and typically get the EIN the same day. Founders without either use Form SS-4, submitted by phone, fax, or mail, since the online tool isn't available to them.
Step 5: File Form 5472 if Your LLC Is Foreign-Owned
If your single-member LLC is 25% or more foreign-owned, the IRS requires an annual Form 5472 filing, even at zero revenue. It's filed alongside a pro forma Form 1120, a placeholder corporate return required even though the LLC itself owes no separate corporate tax.
The penalty for missing it is steep: a $25,000 minimum, per form, per year, regardless of whether the LLC generated any revenue. Founders who assume a dormant or low-activity LLC has nothing to report are exactly who this catches.
Step 6: Handle Ongoing Compliance
Forming the LLC is the start, not the finish. Tennessee has two separate ongoing obligations that a foreign or first-time founder can easily underestimate.
The Annual Report Uses the Same Per-Member Fee
Tennessee's Annual Report repeats the Articles of Organization fee structure exactly: $300 minimum for 1 to 6 members, plus $50 per member above 6, capped at $3,000. It's due on the first day of the fourth month after your fiscal year ends, which for a calendar-year LLC means April 1.
Missing it can cost your LLC its good standing with the state, and an uncured lapse carries a risk of administrative dissolution. We haven't seen a confirmed flat dollar figure for the late fee itself, so don't rely on a specific number here, but treat the deadline as firm regardless.
Franchise and Excise Tax Applies on Top of the Annual Report
Separate from the Annual Report, and filed with the Tennessee Department of Revenue rather than the Secretary of State, most LLCs doing business in Tennessee owe Franchise and Excise Tax:
- Franchise tax: 0.25% of the LLC's net worth, with a $100 minimum.
- Excise tax: 6.5% of net earnings generated in Tennessee.
Tennessee previously offered an alternative "property measure" tax base as an option, but that was repealed for tax years ending on or after January 1, 2024. Net worth is now the only basis. This tax is the piece that makes Tennessee's "no income tax" reputation misleading for a growing LLC, since it's a real ongoing cost that a single-member LLC in Wyoming or Nevada wouldn't face.
Common Mistakes to Avoid
- Budgeting a flat formation fee: Tennessee's per-member pricing means a multi-member LLC can owe far more than the $300 minimum most guides quote.
- Forgetting the Annual Report repeats the same fee: a 10-member LLC pays $500 to form and $500 again every single year, before any tax.
- Assuming no income tax means no state tax bill: Franchise and Excise Tax applies separately to most LLCs doing business in Tennessee.
- Treating the EIN as the finish line: for a foreign-owned LLC, Form 5472 is an annual obligation that starts the moment the LLC exists.
- Skipping the registered agent requirement: a PO box doesn't satisfy Tennessee's physical-address rule, and a lapse can put the LLC out of compliance.
How FinStackk Helps With Starting Your LLC in Tennessee
We handle the incorporation steps above, including EIN applications and registered agent service, through Fin-Start. Once your LLC exists, Fin-Tax supports applicable tax filings, including Form 5472, while Complyy identifies and tracks the compliance requirements applicable to the business, including Tennessee’s Franchise and Excise Tax and the per-member Annual Report, on a proactive deadline calendar.
The platform combines technology, automation, and expert support, giving founders one place to manage these requirements. Book a free demo to see both in action..
FAQ
How much does it cost to form an LLC in Tennessee?
The Articles of Organization fee is $50 per member, with a $300 minimum covering up to 6 members and a $3,000 cap. A single-member LLC pays $300. A 10-member LLC pays $500. Add a $20 optional name-reservation fee if you use one, and typically $100 to $300 a year for a registered agent service if you don't have a Tennessee address yourself.
Does Tennessee require an annual report, and what does it cost?
Yes. Tennessee's Annual Report uses the same per-member fee structure as the Articles of Organization: $300 minimum for up to 6 members, plus $50 per additional member, capped at $3,000. It's due the first day of the fourth month after your fiscal year ends, April 1 for calendar-year LLCs. Missing it risks loss of good standing and, if uncured, administrative dissolution.
Is Tennessee a low-tax state for an LLC?
It depends on your situation. Tennessee has no personal income tax on wages, and the Hall Tax on interest and dividends was fully repealed in 2021, which genuinely benefits a Tennessee-resident single-owner LLC. But most LLCs doing business in the state also owe a separate Franchise and Excise Tax, 0.25% of net worth (minimum $100) plus 6.5% of net earnings, so Tennessee isn't a no-business-tax state the way Wyoming or Nevada can be for a similar single-member setup.