How to Form an LLC in Tennessee — 2026 Filing Guide

Required?

Yes

Who can serve

Tennessee resident individual with a physical TN street address, or a registered Tennessee business entity, who is available during normal business hours to accept service of process

Can I serve myself?

Yes

Commercial RA cost

~$125/yr

Self-serving as RA places your home address on the public Tennessee SOS record. Commercial RA services ($50–$150/yr) maintain privacy and ensure the April 1 Annual Report deadline and other legal mail are not missed.

Renewing or switching? Compare standalone registered agent services — Northwest, Harbor Compliance, Registered Agents Inc., InCorp, and more.

1. Search for name availability through the TN SOS Use the Tennessee Secretary of State's business name search at sos.tn.gov to confirm your desired LLC name is available. The name must include a valid LLC designator under T.C.A. § 48-249-101. Optional: reserve the name for 4 months ($20) while preparing documents.
2. Appoint a Tennessee registered agent Designate a registered agent with a physical Tennessee street address (no PO boxes) who is available during normal business hours. TN residents with a TN address may self-serve as RA, but this places your home address on the public SOS record. Commercial RA services ($50–$150/yr) maintain privacy and ensure legal mail is not missed.
3. File Articles of Organization with the TN Secretary of State File online at sos.tn.gov. Fee: $300 for up to 6 members; $50 per member above 6 (max $3,000). Provide: LLC name, principal office address, registered agent name and TN street address, member count, and organizer signature. Standard online processing: 3–5 business days.
4. Draft an Operating Agreement Although not required to be filed with the state, an Operating Agreement governs membership percentages, voting rights, profit and loss allocation, member admission and exit rules, and dissolution under T.C.A. § 48-249-203. Nashville and Memphis LLCs with multiple members should invest in a comprehensive OA.
5. Obtain an EIN from the IRS After Articles are approved, apply for an EIN at irs.gov/ein. The online application takes under 15 minutes and provides the EIN immediately. Print the EIN Confirmation Letter (CP 575).
6. Register for Tennessee Business Tax Most Tennessee LLCs with business activity in Tennessee must register for and pay Business Tax at tntap.tn.gov. Tier 1 (gross receipts under $500K): $22/yr minimum tax. Higher tiers apply for larger businesses. The Business Tax is separate from the Annual Report and must be filed with the Tennessee Department of Revenue.
7. Register for TN Sales and Use Tax if selling taxable goods or services If your LLC will sell taxable goods or services in Tennessee, register for a Sales and Use Tax account at tntap.tn.gov (free). TN's state sales tax rate is 7% (one of the highest base rates in the US); local taxes vary. Nashville combined rate: approximately 9.25%. Register before the first taxable sale.
8. Open a business bank account Bring your EIN Confirmation Letter, Articles of Organization, photo ID, and Operating Agreement. Nashville and Memphis have deep banking markets including regional banks. Separate business account is essential to maintain the LLC's liability shield.
9. File the Annual Report each year by April 1 (calendar-year LLCs) Tennessee LLCs must file an Annual Report and pay the $300 fee annually. For calendar-year LLCs, due April 1 (first day of the fourth month after fiscal year end). Filed online at sos.tn.gov. Failure to file results in administrative dissolution. Calendar April 1 as your hard TN compliance deadline.

Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-101 et seq.; Tennessee Business Tax, T.C.A. § 67-4-701 et seq.; Tennessee Sales and Use Tax, T.C.A. § 67-6-101 et seq.; Hall Tax repeal: T.C.A. § 67-2-101 (effective January 1, 2021); IRS Rev. Rul. 77-137 on single-member LLC tax treatment.

Direct filing portal: https://sos.tn.gov/business-services/online-filing

Formation context

Who should form in Tennessee?

Recommended for

Tennessee residents and businesses operating primarily in Tennessee — especially Nashville, Memphis, Knoxville, Chattanooga, and the broader TN metro areas; High-income founders who value Tennessee's zero state income tax (Hall Tax fully repealed January 1, 2021) as a significant offset to higher formation and annual fees; Nashville entertainment, healthcare, and tech spin-outs; Memphis logistics and distribution LLCs in the I-40/I-240 corridor; Founders relocating from high-income-tax states (California, New York, Illinois) seeking zero state income tax

Tax treatment (default)

Pass-through by default: single-member LLCs are disregarded entities (Schedule C); multi-member LLCs are partnerships (Form 1065). Tennessee has ZERO state income tax on wages and business income (Hall Tax fully repealed January 1, 2021). Tennessee does impose a Business Tax on gross receipts ($22/yr minimum for Tier 1; higher tiers for larger businesses). Also subject to Tennessee Sales and Use Tax if selling taxable goods (7% state rate). Can elect S-corp status (Form 2553) once payroll justifies it.

If you live outside Tennessee but are forming here primarily for the zero state income tax, note that Tennessee taxes residents — you typically need to live in Tennessee to benefit from the zero-income-tax advantage. If you operate primarily in another state, you will need to foreign-qualify in that state. Form in Tennessee if you genuinely operate there or are relocating.

No publication requirement in Tennessee — unlike New York or Nebraska, you do not need to publish notice in a newspaper after filing.

FAQ

Common Tennessee LLC formation questions

Still deciding between an LLC, sole proprietorship, S-Corp, or C-Corp? Our entity-type comparison breaks down formation cost, tax treatment, liability shield, and compliance complexity for all four structures side by side.

Once your LLC clears ~$80K in annual net profit, an S-Corp election (IRS Form 2553) typically saves $5,000–$15,000/year in self-employment taxes by splitting owner income into a W-2 salary + tax-free distributions. The election is free — Form 2553 has no IRS filing fee. The key decision factors: your net income level, a defensible reasonable-compensation salary, and the 75-day Form 2553 filing window after LLC formation.

Already operating as a sole proprietor, or wondering whether a cheap county DBA filing ($10–$100) is enough instead of forming an LLC? A DBA lets you operate under a trade name — but provides zero liability protection. Our DBA vs LLC comparison breaks down exactly when a DBA is sufficient and when you need a state LLC filing.

Missing your annual report deadline triggers late fees and — if left long enough — administrative dissolution, which voids your LLC's liability shield until reinstated. Know your Tennessee deadline, fee, and the consequences of missing it.

Also see the LLC annual report requirements hub for state-by-state deadlines, fees, late penalties, and reinstatement rules.

If your LLC opens an office, hires employees, or regularly does business in another state, you must foreign-qualify there — or face fines, back taxes, and loss of standing to sue. Our foreign qualification guide covers when you need it, how to file a Certificate of Authority, and what it costs.

Your Articles of Organization are filed — now make your LLC operational. Four actions every new LLC owner needs to take:

Formation gets your LLC into existence; contracts, trademark protection, operating agreement review, and vendor-document review keep it usable. Compare subscription and per-document legal platforms before you rely on a template or pay a local attorney retainer.

Commingling personal and business funds is the #1 way LLC owners lose their liability shield. A separate business account — in your LLC's legal name, with your EIN — is the foundational act of corporate formality. Mercury, Novo, Bluevine, Relay, and Found open same-day with no monthly fees. Compare online banks vs. Chase and Bank of America.

How you pay yourself depends on your LLC's tax classification — not what you call the transfer. A disregarded single-member LLC pays via owner draw with SE tax on all net profit. An S-Corp-elected LLC splits income between a W-2 salary (FICA applies) and tax-free distributions. Getting this wrong triggers IRS audit risk and SE-tax errors.

Single-member LLCs file Schedule C with their personal Form 1040 (due April 15). Multi-member LLCs file Form 1065 by March 15. S-Corp-elected LLCs file Form 1120-S by March 15. Know your form, your deadline, and the common deductions — home office, vehicle, retirement contributions, and startup costs — before your first April filing.