Form an LLC in Tennessee.

Tennessee LLC fees, line by line

Component	Cost / Rule	Note
Articles of Organization filing fee	$300	One-time charge to register the LLC with the state.
Annual report	$300 / year	Late or missed reports trigger administrative dissolution in most states.
TN Franchise & Excise Tax (min)	$100 / year	Minimum due regardless of revenue. Most states with a franchise tax scale it with revenue or capital above this floor.
Registered agent	Required	Every state requires a registered agent. You can be your own RA in your home state at no cost; commercial services run $35–$300/yr.
Expedited filing	Available	Typical add-on $50–$100 for 1–3 day turnaround.

TN Franchise & Excise Tax (min) in Tennessee

Tennessee charges a minimum tn franchise & excise tax (min) of $100/year regardless of revenue. This is a recurring annual cost — often larger than the one-time filing fee — so factor it into your decision before forming in Tennessee.

Should you form in this state if you don't live here?

For most operators, the answer is no. An LLC pays state income tax wherever it operates, not where it's formed. Forming in Tennessee while doing business in another state means paying both states' fees plus a foreign-qualification fee in your operating state. Real reasons to form in a non-home state: pure IP holdcos, real estate holdcos in the property state, asset-protection structures, or non-US residents with no US nexus. Full breakdown of when forming out-of-state pays off →

Forming an LLC in Tennessee

Tennessee's Secretary of State manages LLC formations through the Division of Publications. Articles of Organization are filed online via the state's digital portal or by mail. Online filings process within 1-2 business days; mailed submissions take 7-10 business days. The state charges $315 for online filing and $300 for mail filing (the fee includes a required publication in a newspaper of general circulation, as Tennessee mandates LLC formation publication). Expedited processing is not available. Before filing, verify the LLC name through the Secretary of State's online business search tool to ensure it is distinguishable from existing entities and includes "LLC," "L.L.C.," or "Limited Liability Company."

Tennessee requires all LLCs to designate a registered agent with a physical street address in the state. The agent can be an owner, manager, employee, or professional service. Tennessee's unique requirement is that Articles of Organization must be published in a newspaper of general circulation in the county where the LLC's principal place of business is located. The Secretary of State's office coordinates this publication as part of the filing process, which is why the filing fee ($315) is higher than many other states. This requirement adds approximately 30-60 days to the effective formation date, even after the Articles are officially filed.

Tennessee LLCs file an annual report with the Secretary of State every year, and it is one of the pricier reports in the country: $50 per member, with a $300 minimum and a $3,000 maximum. The report is due on the first day of the fourth month after your LLC's fiscal year ends, which works out to April 1 for calendar-year LLCs. Missing it puts the LLC on the path to administrative dissolution. On top of the report, Tennessee LLCs are subject to the state's Franchise and Excise taxes (minimum around $100 per year), which are separate from both the initial filing fee and the annual report fee. Owners should confirm their LLC's tax classification and applicable state tax obligations rather than assuming compliance duties end after formation.

A critical pitfall is underestimating the total formation cost and timeline due to the mandatory publication requirement. The $315 online filing fee includes publication, but the effective formation date is delayed beyond the filing date due to newspaper publication lead times. Another mistake is assuming Tennessee has no franchise tax—historically, Tennessee applied both a Franchise Tax and an Excise Tax to LLCs, though recent legislative changes have modified these obligations. Owners should verify current tax requirements with the Tennessee Department of Revenue before finalizing their formation strategy.

State-specific tax considerations

Tennessee imposes no state income tax on individual wages or salaries, but does tax pass-through entity income differently. Tennessee's Excise Tax applies to the net earnings of pass-through entities (including LLCs) at a rate of 0.75% to 3.9%, depending on the entity's net earnings. This tax replaced the prior Franchise Tax structure in 2022. Single-member LLCs classified as disregarded entities report income on the member's personal return but may still owe the Excise Tax on net earnings. Multi-member LLCs taxed as partnerships file a Tennessee Partnership Return and owe the Excise Tax on their allocated share of net earnings.

Tennessee's Excise Tax threshold is complex: LLCs with annual net earnings below $100,000 in the first three years of operation may qualify for preferential treatment, but this varies by entity structure and should be verified with a tax professional. Sales tax registration is required if the LLC sells tangible goods in Tennessee. The state sales tax rate is 9.55% (combining the 7% state rate with the 2.55% average local option rate), making Tennessee one of the higher-sales-tax states nationally. Payroll tax registration is mandatory upon hiring employees; employers must register with the Tennessee Department of Labor and Workforce Development for unemployment insurance.

Frequently asked questions

Sources & verification

• Official: Tennessee Secretary of State — business filings
• IRS — Limited Liability Company guidance

Last verified: pending. Fees can change between legislative sessions — the linked official source above is the canonical record.

Compare Tennessee with other states

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