Start Your LLC In Tennessee with One IBC

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$199

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Form my LLC

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Agent fee

Registered Address

Document filing with the Secretary of State

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$499

+ States Filing Fees
Form my LLC

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Comprehensive name check

Preparation of Articles of Incorporation

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Federal Tax ID (EIN) Obtainment Service

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Key Points of Tennessee LLCs

Favorable Tax Environment

Favorable Tax Environment

Tennessee LLCs benefit from pass-through income treatment and are subject to both Franchise & Excise Taxes, which together provide a predictable tax structure.

Strong Liability Protection

Strong Liability Protection

Tennessee law provides LLC members with solid protection, shielding their personal assets from business obligations and debts.

Clear Compliance Framework

Clear Compliance Framework

Tennessee maintains a transparent and standardized formation and reporting system, with clear deadlines and moderate fees for both formation and annual filings.

Understanding Tennessee LLCs

A Tennessee LLC combines the liability protection of a corporation with the tax flexibility of a partnership, making it an attractive structure for business owners seeking both security and efficient taxation. It’s known for its reasonable formation fees, statutory clarity, and consistent legal treatment.

What is a Tennessee LLC?

A Tennessee LLC provides limited liability protection and flexible governance structures. It allows members to avoid personal liability for business debts and can be organized as either member-managed or manager-managed.

A Tennessee LLC offers several benefits, including:

Pass-through taxation, liability protection, straightforward compliance, and a balanced tax structure through Franchise & Excise Taxes. LLC owners appreciate the clear statutes and ease of doing business.

What is a Tennessee LLC?
Why choose an LLC in Tennessee?

Why choose an LLC in Tennessee?

Choosing an LLC in Tennessee offers reliable asset protection, tax flexibility with pass-through treatment, and an efficient, business-friendly formation process. The state’s moderate fees and well-defined legal environment make it a practical choice for entrepreneurs.

Key Benefits Include:

Privacy Protection

Privacy Protection

Predictable Taxes

Predictable Taxes

No Double Taxation

No Double Taxation

Legal Environment

Legal Environment

Business Credibility

Business Credibility

Clear Guidelines

Clear Guidelines

Pros and Cons of an LLC in Tennessee

Starting a Tennessee LLC: Benefits

A Tennessee LLC protects personal assets from business liabilities, offers flexible management options, and benefits from pass‑through taxation. The process of formation is streamlined, with clear steps and manageable state fees.

Taxation of a Tennessee LLC

Tennessee LLCs are generally treated as pass‑through entities, meaning business income is reported on members’ personal tax returns. They are also subject to state Franchise & Excise Taxes, which assess based on net worth and income, but there is no separate state personal income tax on LLC income.

Starting a Tennessee LLC: Drawbacks

Although Tennessee LLCs are straightforward to form, they still involve state tax obligations via Franchise & Excise Taxes, which must be calculated and filed annually. Disclosure of registered agent and management details is required, and high membership-based fees can increase costs depending on the structure.

Pros and Cons of an LLC in Tennessee

Who Can Form an LLC in Tennessee?

Any individual or business entity can form an LLC in Tennessee, including sole proprietors, partnerships, corporations, and existing foreign LLCs looking to register in the state. At least one organizer must be listed, and a registered agent in Tennessee is required.

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Types of LLCs in Tennessee

Domestic LLC (Tennessee-based LLC)

Domestic LLC (Tennessee-based LLC)

A domestic LLC is formed under Tennessee law and operates within the state, offering limited liability protection and pass-through taxation.

Foreign LLC (Out-of-state LLC registering in Tennessee)

Foreign LLC (Out-of-state LLC registering in Tennessee)

A foreign LLC operates in Tennessee but was initially formed in another state. It must register with the Tennessee Secretary of State by filing a Certificate of Authority, appoint a registered agent with a Tennessee address, and comply with state tax and reporting requirements.

Series LLC

Series LLC

Tennessee allows the formation of Series LLCs. A Series LLC can establish one or more independent “series,” each with separate rights, obligations, assets, and liabilities. Proper recordkeeping is required, and each series may be treated independently under state law if statutory requirements are met.

Professional LLC (PLLC)

Professional LLC (PLLC)

Tennessee allows licensed professionals to form Professional Limited Liability Companies (PLLCs). All members must be properly licensed to render the specific professional services offered, and the PLLC must comply with applicable licensing board regulations.

How to Start an LLC in Tennessee

1

Choose a Business Name

Select a unique name that includes "LLC" or "L.L.C." and ensure it’s distinguishable from existing entities in Tennessee. Use the Secretary of State’s name search tool to verify availability.

2

Appoint a Registered Agent

Designate a registered agent to accept legal documents. This can be an individual or a registered service company with a physical address in Tennessee.

3

File the Articles of Organization

Submit Form LLC to the Tennessee Secretary of State, providing LLC name, principal office address, and registered agent details.

4

Create an Operating Agreement

Though not required, it’s recommended to draft an Operating Agreement outlining ownership, governance, and profit distribution to reinforce liability protection and support tax compliance.

Tennessee LLC Application

To start an LLC in Tennessee, the key step is filing the Articles of Organization (Form SS-4270) with the Tennessee Secretary of State. This officially forms your business as a legal entity under state law.

Required Information

    The Articles of Organization must include:

  • LLC name (with “LLC,” “L.L.C.,” or “PLLC” as required)
  • Registered agent’s name and physical Tennessee address
  • Business address (street address required; P.O. Box permitted for mailing)
  • Organizer’s name and address
  • Management structure (member-managed, manager-managed, or director-managed).
  • Tennessee allows PLLCs for licensed professionals. These entities must comply with additional requirements set by the appropriate state licensing board.

Filing Options

  • Online: Use Tennessee’s Business Services Online portal for fastest and most convenient filing.
  • By Mail: Send completed Form SS-4270 with payment to: Secretary of State, Business Services Division, 312 Rosa L. Parks Ave., 6th Floor, Nashville, TN 37243.
  • In Person: Deliver filings directly to the Secretary of State’s office; processing times may vary.

Post-Filing Requirements

  • Annual Report: All LLCs must file an annual report with the Secretary of State and pay the corresponding fee to maintain good standing.
  • Operating Agreement: Not filed with the state, but highly recommended for outlining internal roles and ownership.
  • Foreign LLCs: Out-of-state LLCs must file a Certificate of Authority, appoint a Tennessee registered agent, and provide a Certificate of Existence or Good Standing from their home state.

Tennessee LLC Taxation

Tennessee LLC Taxation
Pass‑Through & Member Taxation

Franchise & Excise Taxes

Every Tennessee LLC must pay both franchise and excise taxes. The franchise tax is calculated based on the net worth or real tangible property of the company, with a minimum tax of $100 annually. The excise tax is based on the company’s net earnings, currently at 6.5%, and applies regardless of whether the LLC is active or inactive.

Sales and Use Tax

Sales and Use Tax

If a Tennessee LLC sells physical goods or provides taxable services, it must collect state and local sales taxes and remit them to the Tennessee Department of Revenue. Use tax applies when goods are purchased out of state for use within Tennessee.

Flow-Through Entity Tax Election

Employer & Payroll Taxes

LLCs with employees must register and pay state withholding taxes and unemployment insurance tax. These obligations are in addition to federal payroll tax requirements.

Tennessee LLC Annual Filing (Annual Report)

What to File

What to File

Tennessee LLCs must file an Annual Report with the Secretary of State, which includes: LLC name, registered agent information, principal business address, and manager/member details if applicable. The report confirms or updates the state’s information on file.

Filing Deadlines

Filing Deadlines

Annual reports must be filed by April 1 each year for LLCs using a calendar fiscal year (i.e., by the first day of the fourth month following the end of the fiscal year).

Fees & Consequences

Fees & Consequences

The base filing fee for an LLC with six members or fewer is $300, plus an additional $50 for each member beyond six, up to a maximum of $3,000. Failure to file by the due date can result in loss of good standing, and continued non-filing may lead to administrative dissolution.

Expanding Your Tennessee LLC

As your business grows, you may want to expand operations into other states.

Registering a Foreign LLC in Tennessee

Registering a Foreign LLC in Tennessee

If your LLC was formed in another state but plans to operate in Tennessee, you must file a Certificate of Authority, designate a registered agent in Tennessee, and meet all state tax and reporting requirements.

Doing Business in Other States

Doing Business in Other States

To expand your Tennessee LLC into other states, register as a foreign LLC in each jurisdiction where you operate. This involves filing the required documents, obtaining a Certificate of Good Standing from Tennessee, appointing local registered agents, and adhering to local tax and licensing laws.

Find The Right State To
Form An LLC

Every state has different rules, costs, and considerations for LLC formation.

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Doing Business in Tennessee

Frequently Asked Questions

Yes, most states require you to have a registered agent to handle legal documents and notices during business hours.

While not always required by law, having an operating agreement is a smart move to outline your LLC’s rules and avoid disputes down the road.

An EIN is a federal tax ID; most LLCs need one to open a business bank account, file taxes, or hire employees.