How much does it cost to form an LLC in Tennessee in 2026?

The filing fee for Articles of Organization is $50 per member, with a $300 minimum and a $3,000 maximum. A single-member LLC pays the $300 floor. A seven-member LLC pays $350, and the cap hits at 60 members. Add $50 to $125 per year for a commercial registered agent if you are not serving as your own.

Does Tennessee have an annual report for LLCs?

Yes. Tennessee LLCs file an annual report with the Secretary of State each year by the first day of the fourth month after fiscal year close (April 1 for calendar-year LLCs). The fee uses the same per-member formula as formation: $50 per member, $300 minimum, $3,000 maximum. This is separate from the franchise-and-excise tax return filed with the Department of Revenue.

What is the Tennessee franchise and excise tax and does my LLC owe it?

Yes, both, on every LLC doing business in Tennessee. Franchise tax is 0.25% of Tennessee-apportioned net worth with a $100 minimum (Tenn. Code Ann. §67-4-2105). Excise tax is 6.5% of Tennessee-sourced net earnings. They are filed together on Form FAE 170, due the 15th day of the fourth month after fiscal year close. Default-classified pass-through LLCs pay both at the entity level.

Do Tennessee LLCs pay state income tax?

Not at the member level. Tennessee has no personal income tax on wages or distributions, and the Hall tax on investment income was fully repealed in 2021. The LLC itself still owes franchise tax ($100 minimum) and 6.5% excise tax on Tennessee net earnings, so there is entity-level tax even without a personal tax layer on members.

How long does it take to form a Tennessee LLC?

Online filings through the TNBear portal typically clear in 1 business day. Mail filings take about 5 business days. Tennessee does not offer paid expedited service, so online filing is the fastest available option. Plan a business day of margin if you need a specific effective date.

Should I form my LLC in Tennessee instead of my home state?

Usually no, unless you actually live or operate in Tennessee. The 'no income tax' pitch collapses once you account for Tennessee's franchise-and-excise tax running at the entity level, plus the home-state foreign-LLC registration you would owe for operating in your own state. For a non-resident online business, Wyoming and Delaware are cheaper to maintain. For anyone living in Tennessee, forming locally is the correct answer.

Does Tennessee require an operating agreement?

No. Tenn. Code Ann. §48-249-203 recognizes written, oral, or implied operating agreements, and does not require a written agreement on file. Any multi-member Tennessee LLC should have a written agreement anyway, both to avoid the statutory defaults on management and voting and to preserve the liability shield in a dispute.

Why does the filing fee change based on member count?

Tenn. Code Ann. §48-249-1007 sets the formation fee at $50 per member, with a $300 minimum and a $3,000 maximum. The same formula applies to the annual report every year. It is a Tennessee-specific quirk that makes the state inexpensive for solo and small LLCs and noticeably expensive for larger member rosters. If the articles prohibit doing business in Tennessee, the fee is a flat $300 regardless of member count.

Tennessee LLC: fees, filing steps, and 2026 costs

$300 Filing fee Online filing available

$800 Year 1 estimate Filing + first year tax + RA

1 day Approval Mail ~5d

$400 per year Ongoing

Where Tennessee fits, and where it doesn't

Good fit for Tennessee

You are forming a single-member LLC and plan to operate in Tennessee; you run a small professional practice or rental-holding LLC with 1 to 6 members and can absorb the $300 floor; you want a state with no personal income tax and are comfortable with the franchise-and-excise return each year; you already live in Tennessee and have decided against forming out of state to dodge foreign-LLC registration.

Skip Tennessee when

You are assembling a 20-member investment LLC or a joint venture with a big partner roster; the per-member formula pushes your formation fee toward the $3,000 cap and your annual report to the same ceiling every year. You live outside Tennessee and picked it on the 'no income tax' headline without checking the franchise-and-excise return that runs underneath. You want expedited filing for a closing date. Tennessee does not sell expedited service at any tier, so plan around the standard 1 business day online turnaround.

What a Tennessee LLC actually costs

Formation filing fee Paid once at formation $300
Commercial registered agent Annual, estimate $100
Annual report fee Annual $300
State LLC tax minimum Minimum, scales with revenue $100
Year 1 total estimate Formation plus first-year ongoing $800

Registered agent estimate uses a $100 midpoint. Specialist agents start around $50 per year. Full-service formation companies bundle RA for $125 to $200.

Cost across the first three years

Year 1 $800

Year 2 $500

Year 3 $500

How Tennessee compares on the basics

Online filing File through state portal

Yes

Expedited processing Not offered

Annual report required Separate report on top of tax

Yes

State-imposed annual tax Minimum $100 per year

$100

Written operating agreement required Recommended, not statutorily required

Recommended

Newspaper publication requirement Not required in this state

State sales tax 7% state rate

How to apply for an LLC in Tennessee

Pick a compliant LLC name
The name must end in "Limited Liability Company," "LLC," or an approved abbreviation, and must be distinguishable from every other entity on the Tennessee Secretary of State record. Check availability at the Tennessee entity search.
Designate a registered agent
Every Tennessee LLC is required to have a registered agent with a physical street address in Tennessee. You can serve as your own agent if you live in Tennessee, or hire a commercial service for $99 to $249/yr. See the Tennessee registered agent guide.
File Articles of Organization – Limited Liability Company (Form SS-4270)
Filing fee is $300. Online filing is available through the state portal. Mail filings are accepted.
Apply for a federal EIN
Free directly from the IRS in about 15 minutes (see the EIN guide). Required for opening a business bank account, hiring employees, and most formation-service tax workflows.
Adopt an operating agreement
Tennessee does not require an operating agreement by statute, but adopting one is strongly recommended to preserve the liability shield. See the operating agreement pillar for the 12 clauses every agreement should include.

Filing walkthrough

File Articles of Organization (Form SS-4270) through the TNBear portal at tnbear.tn.gov/NewBiz. The fee is $50 per member with a $300 minimum and a $3,000 maximum, which matters the moment you list more than six members. Online filings usually clear in 1 business day; mail filings take about 5 business days. Tennessee does not offer paid expedited processing, so if you need a firm deadline, file online and build in a business day of margin.

Every Tennessee LLC needs a registered agent with a Tennessee street address, and you can serve as your own if you live in the state. The form itself is short (name, principal office, agent, management structure, member count for fee calculation). The detail that trips people up is the member count box: it sets your filing fee and, later, your annual report fee, so it is worth pausing on before you submit.

Check name availability File online Tennessee formation guidance

How Tennessee taxes an LLC

Tennessee runs two entity-level taxes on every LLC and you file them together on Form FAE 170. The franchise tax is 0.25% of Tennessee-apportioned net worth with a $100 minimum, owed even in a zero-asset year. Public Chapter 950 repealed the old property-measure alternative base for tax years ending on or after January 1, 2024, so the franchise calculation is now net-worth only. The excise tax is 6.5% of Tennessee-sourced net earnings, which is structurally a corporate income tax under a different name. Both apply to default-classified LLCs, not just C-corp electors.

The upside is that Tennessee has no personal income tax on wages or distributions, and the Hall tax on investment income was fully repealed in 2021. A pass-through LLC member with only Tennessee-sourced income owes nothing to the state personally, while the LLC itself covers the franchise and excise piece at the entity level. Sales and use tax is 7.0% statewide, plus up to 2.75% local option (combined rates reach 9.75%), with a reduced 4% state rate on food.

If you are used to a state where 'no income tax' means a quiet tax life, the franchise-and-excise combo is the part to internalize. Every active Tennessee LLC files and pays, even when the personal return is a rounding error.

Ongoing compliance and costs after year one

Budget $300 per year for the Secretary of State annual report (the same $50-per-member, $300 minimum, $3,000 maximum formula as formation), plus $50 to $125 for a commercial registered agent, plus the franchise tax ($100 minimum) and whatever the excise tax works out to on your net earnings. A single-member Tennessee LLC with modest assets and little income pays roughly $450 to $500 per year in state fees and minimum taxes before the excise math kicks in. A 10-member LLC starts at $500 for the annual report alone.

The annual report is due the first day of the fourth month after fiscal year close, which is April 1 for calendar-year LLCs. The franchise-and-excise return is due the 15th day of that same fourth month (April 15). Miss either and the state charges penalties. Out-of-state LLCs registered in Tennessee owe the identical annual report and franchise-excise return, so the per-member math follows you across the state line.

Common mistakes forming a Tennessee LLC

Two patterns repeat. First, treating Tennessee as a 'no tax' state because of the headline individual rate. The franchise-and-excise return is real, it applies to default pass-through LLCs, and the $100 franchise minimum shows up in the first filing year regardless of revenue. Second, underestimating the per-member fee on formation. A 10-member LLC pays $500 to file (not $300), and a 20-member LLC pays $1,000. If you plan to add members later, the annual report fee follows the same formula every year, not just at formation.

State agencies that handle Tennessee LLCs

Tennessee Secretary of State, Business Services Division

Website: sos.tn.gov/business-services
Phone: (615) 741-2286
Email: TNSOS.CORPINFO@tn.gov
Mail: 312 Rosa L. Parks Avenue, Snodgrass Tower 6th Floor, Nashville, TN 37243
Office: 312 Rosa L. Parks Avenue, Snodgrass Tower, Nashville, TN 37243
Hours: 8:00 AM to 4:30 PM Central, Monday to Friday

Tennessee Department of Revenue

Website: www.tn.gov/revenue.html
Phone: (615) 253-0600
Mail: 500 Deaderick Street, Nashville, TN 37242
Hours: 8:00 AM to 4:30 PM Central, Monday to Friday

Frequently Asked Questions

How much does it cost to form an LLC in Tennessee in 2026?

The filing fee for Articles of Organization is $50 per member, with a $300 minimum and a $3,000 maximum. A single-member LLC pays the $300 floor. A seven-member LLC pays $350, and the cap hits at 60 members. Add $50 to $125 per year for a commercial registered agent if you are not serving as your own.
Does Tennessee have an annual report for LLCs?

Yes. Tennessee LLCs file an annual report with the Secretary of State each year by the first day of the fourth month after fiscal year close (April 1 for calendar-year LLCs). The fee uses the same per-member formula as formation: $50 per member, $300 minimum, $3,000 maximum. This is separate from the franchise-and-excise tax return filed with the Department of Revenue.
What is the Tennessee franchise and excise tax and does my LLC owe it?

Yes, both, on every LLC doing business in Tennessee. Franchise tax is 0.25% of Tennessee-apportioned net worth with a $100 minimum (Tenn. Code Ann. §67-4-2105). Excise tax is 6.5% of Tennessee-sourced net earnings. They are filed together on Form FAE 170, due the 15th day of the fourth month after fiscal year close. Default-classified pass-through LLCs pay both at the entity level.
Do Tennessee LLCs pay state income tax?

Not at the member level. Tennessee has no personal income tax on wages or distributions, and the Hall tax on investment income was fully repealed in 2021. The LLC itself still owes franchise tax ($100 minimum) and 6.5% excise tax on Tennessee net earnings, so there is entity-level tax even without a personal tax layer on members.
How long does it take to form a Tennessee LLC?

Online filings through the TNBear portal typically clear in 1 business day. Mail filings take about 5 business days. Tennessee does not offer paid expedited service, so online filing is the fastest available option. Plan a business day of margin if you need a specific effective date.
Should I form my LLC in Tennessee instead of my home state?

Usually no, unless you actually live or operate in Tennessee. The 'no income tax' pitch collapses once you account for Tennessee's franchise-and-excise tax running at the entity level, plus the home-state foreign-LLC registration you would owe for operating in your own state. For a non-resident online business, Wyoming and Delaware are cheaper to maintain. For anyone living in Tennessee, forming locally is the correct answer.
Does Tennessee require an operating agreement?

No. Tenn. Code Ann. §48-249-203 recognizes written, oral, or implied operating agreements, and does not require a written agreement on file. Any multi-member Tennessee LLC should have a written agreement anyway, both to avoid the statutory defaults on management and voting and to preserve the liability shield in a dispute.
Why does the filing fee change based on member count?

Tenn. Code Ann. §48-249-1007 sets the formation fee at $50 per member, with a $300 minimum and a $3,000 maximum. The same formula applies to the annual report every year. It is a Tennessee-specific quirk that makes the state inexpensive for solo and small LLCs and noticeably expensive for larger member rosters. If the articles prohibit doing business in Tennessee, the fee is a flat $300 regardless of member count.
How do I apply for an LLC in Tennessee?

Apply for an LLC in Tennessee by filing Articles of Organization – Limited Liability Company (Form SS-4270) with Tennessee Secretary of State, Business Services Division. The filing fee is $300. Online filing is available through the state portal. Approval typically takes 1 business day online. Mail filings take about 5 business days. Before filing, pick a registered agent (see the Tennessee registered agent guide) and confirm your business name is available using the state's entity search.

Compare Tennessee to another state

Side-by-side breakdowns of fees, taxes, approval time, and compliance. Every other US jurisdiction has a dedicated compare page against Tennessee.

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Tennessee vs Louisiana

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Tennessee vs Pennsylvania

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Tennessee vs Rhode Island

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Tennessee vs Texas

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Tennessee vs Utah

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Sources

Filing fee: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-1007(a)(1): Initial filing fee = $50 × number of members, minimum $300, maximum $3,000. The default reported value is the $300 statutory minimum (applies to LLCs with 1-6 members). Justia mirror used because sos.tn.gov PDFs and some tn.gov pages returned 403/timeouts; language matches the SOS Form SS-4270 fee instructions.
Filing fee: sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4270%20LLC_0.pdf · verified April 21, 2026
Tennessee SOS Form SS-4270 (Rev. 01/25) Articles of Organization instructions confirm $50/member with $300 minimum, $3,000 maximum. If the articles prohibit the LLC from doing business in Tennessee, the flat fee is $300 regardless of member count.
Expedited filing: sos.tn.gov/businesses/faqs · verified April 21, 2026
Tennessee Secretary of State does not offer paid expedited processing for LLC Articles of Organization. Online filings through TNBear/TNCaB typically complete within 1 business day, which serves as the de facto expedited pathway. Recorded as 'offered: false'.
Annual report fee: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-1007(a)(2): Annual filing fee = $50 × number of members as of the annual report date, minimum $300, maximum $3,000. Due the first day of the fourth month after fiscal year close. Reported value is the $300 statutory minimum.
Franchise tax: www.tn.gov/revenue/taxes/franchise---excise-tax.html · verified April 21, 2026
Tennessee Department of Revenue Franchise & Excise Tax page. LLCs are subject to both taxes. Franchise tax: 0.25% of Tennessee apportioned net worth with $100 minimum (property-measure alternative repealed by Public Chapter 950, effective tax years ending on/after Jan. 1, 2024). Excise tax: 6.5% of Tennessee-sourced net earnings. Tenn. Code Ann. §67-4-2007 (excise), §67-4-2105 (franchise).
Operating agreement requirement: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-203: An operating agreement need not be in writing (except as articles or a prior operating agreement provision require). Tennessee law permits but does not require adoption of a written operating agreement.
Foreign LLC registration fee: sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4233%20COA%20LLC.pd… · verified April 21, 2026
Tennessee SOS Form SS-4233 Application for Certificate of Authority (Foreign LLC). Fee = $50 × number of members, minimum $300, maximum $3,000 (same statutory formula as domestic filing fee). Recorded $300 minimum.
Publication requirement: sos.tn.gov/businesses/faqs · verified April 21, 2026
Tennessee does not require newspaper publication of LLC formation. Confirmed by absence of such requirement in Tenn. Code Ann. §48-249-202 (Articles of organization) and SOS FAQ.
Business name search: tnbear.tn.gov/Ecommerce/NameAvailability.aspx · verified April 21, 2026
Tennessee Business Information Search (TNBear). Use before filing Articles of Organization to confirm name availability.
Sales tax rate: www.tn.gov/revenue/taxes/sales-and-use-tax.html · verified April 21, 2026
Tennessee Department of Revenue: statewide sales and use tax rate is 7% (general rate); 4% state rate on food and food ingredients. Local option adds up to 2.75%, for combined rates up to 9.75%.
Corporate income tax rate: www.tn.gov/revenue/taxes/franchise---excise-tax.html · verified April 21, 2026
Tennessee excise tax rate is 6.5% of Tennessee-sourced net earnings. Reported here as the state's functional corporate income tax rate; applies to C-corps, LLCs taxed as corporations, and (for entity-level excise only) to default-classified LLCs.

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