How to Start an LLC in Tennessee (2026): Step-by-Step Guide

Published: June 2026 · Updated for the 2026 tax year

Tennessee looks like a bargain — no personal income tax on wages, a friendly Secretary of State, and same-day online filing. Then you read the fine print. The filing fee isn't a flat number; it's $50 per member, with a $300 floor and a $3,000 ceiling, and the same per-member math hits your Annual Report every year. And while there's no income tax on your paycheck, almost every Tennessee LLC owes the Franchise & Excise tax — with a $100 minimum that's due even if you didn't make a dollar. This guide walks through every step, what a Tennessee LLC actually costs year by year (not just the headline filing fee), how to form one from outside the US, and the deadlines that quietly dissolve LLCs that miss them.

Form your Tennessee LLC for free with Jupid. We prepare and file your Articles of Organization — you pay only the state's filing fee ($300 for most LLCs), with no service markup. Start your Tennessee LLC →

A note from Slava

I'm Slava, co-founder and CEO of Jupid. Before this I co-founded and scaled an AI-powered accounting platform to around $30M in revenue and more than 100,000 business users — the kind of company that ends up filing a lot of paperwork in a lot of states and watching customers trip over the same potholes again and again.

Tennessee's potholes are sneaky because the state markets itself on what it doesn't charge. "No income tax" is true for wages — the old Hall tax on interest and dividends went away entirely in 2021 — and it pulls a lot of founders in. What the "how to start an LLC in Tennessee" articles usually leave out are the two things that actually cost you money: the filing fee and the Annual Report fee both scale at $50 per member (so the cheerful "$300" is a floor, not a ceiling), and the Franchise & Excise tax lands on basically every operating LLC, including a hard $100 minimum that doesn't care whether you turned a profit.

So this guide does three things the others skip: it adds up the real cost over time — per-member math and the F&E floor included — it spells out the non-resident path, and it hands you a dated checklist for your first 90 days so the F&E registration and the Annual Report don't catch you. Everything here is current for 2026, with links to the official sources so you can verify before you file.

Tennessee LLC at a glance

Sources: Tennessee Secretary of State — Business Forms & Fees, Tennessee Department of Revenue — Franchise & Excise Tax.

Should you actually form your LLC in Tennessee?

If you live in Tennessee and run your business from Tennessee, you should almost certainly form your LLC in Tennessee. The popular advice to "form in Wyoming or Delaware instead" doesn't help you here: an out-of-state LLC that does business in Tennessee has to register as a foreign LLC with the Secretary of State — which costs the same $50 per member ($300 minimum) — and it still owes Tennessee's Franchise & Excise tax anyway, plus a second set of fees and a registered agent in the other state. You end up paying more for more paperwork.

Forming elsewhere makes sense in a narrower set of cases: you genuinely don't operate in Tennessee (no office, employees, or significant activity here), you're a non-resident with no US footprint at all, or you have a specific reason — outside-investor expectations, for instance — that points to Delaware. If you're weighing it, our best state to form an LLC tool walks through the trade-offs, and our Wyoming LLC guide covers the non-resident case in detail.

For everyone else: Tennessee it is. Here's how.

How to start an LLC in Tennessee, step by step

1. Choose and check your LLC name

Your name has to include "Limited Liability Company," "LLC," or "L.L.C." (per [T.C.A. § 48-249-106]), and it has to be distinguishable from every other entity on the Secretary of State's records. A few words — "bank," "credit union," "trust," "insurance company" — need approval from a state agency first. Search the Tennessee business name search before you get attached to anything. Need ideas or want to check a few options at once? Our Tennessee business name generator is built for exactly that. Tennessee doesn't require a name reservation to form, but if you want to lock a name in before you file, a reservation holds it for four months for $20.

2. Appoint a Tennessee registered agent

Every Tennessee LLC needs a registered agent who can accept legal papers and state notices on its behalf. That agent is either an individual who actually lives in Tennessee, or an organization authorized to do business in Tennessee, and either way it needs a physical Tennessee street address — a P.O. box won't do. You can serve as your own LLC's agent if you're a Tennessee resident. The agent's name and address become public record, which is one reason people who'd rather not publish a home address (and everyone who lives out of state) hire a commercial registered agent for roughly $100–$300 a year. There's no separate state fee just to list an agent on your Articles.

3. File the Articles of Organization (Form SS-4270)

This is the step that creates your LLC. File Form SS-4270 online through the Tennessee Business Services portal (TNCaB). The fee is $50 per member, with a minimum of $300 and a maximum of $3,000 — so an LLC with one to six members pays the $300 floor, a seven-member LLC pays $350, and the fee caps at $3,000. You'll list the LLC name, the registered agent and Tennessee office, the management structure (member-, manager-, or director-managed), the number of members at filing, and — this matters later — your fiscal year ending month, which defaults to December if you leave it blank and sets your Annual Report deadline. Online filings are approved immediately; if you mail the form with a check, budget about 3–5 business days plus mail time. Once it's approved, download the stamped copy — your bank will ask for it.

4. Write an operating agreement

Tennessee doesn't legally require an operating agreement, but you should still have one. You don't file it with anyone; you keep it with your company records. It sets out ownership percentages, how profits are split, who can make decisions, and what happens if a member leaves. Even a single-member LLC should have one — it's part of how you keep the liability shield intact, and banks and the IRS expect to see it.

5. Get your EIN from the IRS

An EIN is your LLC's federal tax ID, and you need it to open a bank account, hire anyone, and file taxes. It's free. Apply at irs.gov after your formation is approved — if you have an SSN or ITIN, the online application takes a few minutes. If you don't (common for non-resident owners), file Form SS-4 by fax, mail, or the IRS international phone line; see the non-resident section below. Never pay a third party for the EIN itself — the number is always free from the IRS.

6. Register for the Franchise & Excise tax and other Tennessee taxes

Forming the LLC doesn't cover your tax obligations, and this is the step most Tennessee guides rush past. Almost every LLC registered or doing business in Tennessee has to register for the Franchise & Excise (F&E) tax through TNTAP and file Form FAE170 every year — 6.5% excise on net earnings and 0.25% franchise on net worth, with a $100 minimum (the next section breaks down the math). If you'll sell taxable goods or services with Tennessee nexus, register for a sales tax certificate (the combined rate runs roughly 9.25–9.75%). If you'll hire, register for unemployment insurance with the Tennessee Department of Labor and set up federal payroll — Tennessee has no state wage withholding because there's no wage income tax. And any professional or industry license you'd need as a sole proprietor, you still need as an LLC.

7. File the Annual Report every year

Every Tennessee LLC files an Annual Report with the Secretary of State, due on or before the first day of the fourth month after your fiscal year ends — that's April 1 for a calendar-year (December fiscal year-end) LLC. Per [T.C.A. § 48-249-1017], the fee is the same per-member math: $50 per member, minimum $300, maximum $3,000. There's roughly a 60-day grace period; miss it and the Secretary of State administratively dissolves your LLC, which means a separate reinstatement process and fee to get back in good standing. Calendar it the day you form.

What a Tennessee LLC really costs, year by year

Most guides quote "$300" and stop. Here's the fuller picture — and the two things that make Tennessee different are the per-member math and the Franchise & Excise floor.

Year one

The per-member math, spelled out. Tennessee charges $50 per member for the Articles of Organization. The minimum is $300 (which covers 1–6 members) and the maximum is $3,000. So:

The Franchise & Excise tax, spelled out. Despite "no income tax," most operating LLCs owe F&E:

• Excise tax: 6.5% of net earnings, after a $50,000 standard deduction (in effect for tax years ending on or after December 31, 2024). An LLC with $50,000 or less of net earnings owes $0 excise.
• Franchise tax: 0.25% of net worth, with a $100 minimum that's due whether the LLC is active or not. (As of 2024, the old property-value measure was repealed — franchise tax is now computed on net worth alone.)
• You file both on Form FAE170 through TNTAP, due the 15th day of the fourth month after your tax year closes (April 15 for calendar-year filers).

So a brand-new single-member consulting LLC with $40,000 of net earnings owes $0 excise but still owes the $100 minimum franchise tax — on top of the $300 filing fee and the $300 Annual Report.

Every following year

DIY versus a formation service versus Jupid. Doing it yourself costs the state fees and your time. A formation service charges $0–$300 on top of the state fees (the "$0" packages still pass through the $300 and then upsell you a registered agent and a "compliance" subscription). Jupid forms your Tennessee LLC for free — you pay only the state filing fee — and then handles the bookkeeping and tax filings afterward, which is where most of the ongoing cost and hassle actually lives. The F&E return is the part that quietly eats time year after year. To model the annual numbers for your situation — per-member fees and the F&E floor included — use our Tennessee LLC annual cost calculator.

Forming a Tennessee LLC as a non-resident or foreign founder

You can own a Tennessee LLC without being a US citizen or resident — Tennessee imposes no residency requirement on members or managers. The practical hurdles are a Tennessee registered agent, an EIN, a US bank account, and your US and Tennessee tax filings.

Registered agent. If no member lives in Tennessee with a real street address, you must use a commercial registered agent here. Budget around $100–$300 a year. P.O. boxes and mailbox-store addresses don't qualify, and the agent's address goes on the public record.

Getting an EIN without an SSN. The IRS online EIN tool requires the responsible party to have an SSN or ITIN, so foreign founders generally can't use it. Instead, file Form SS-4: on the line asking for the responsible party's SSN/ITIN/EIN, write "Foreign" — don't invent a number. Submit it by fax or mail, or call the IRS international EIN line (it's not toll-free), where someone outside the US can get the number over the phone. Check the current Form SS-4 instructions for the right fax and phone numbers, since the IRS changes them. Fax turnaround is usually about four business days; phone is immediate. The EIN is free.

ITIN. An ITIN (Form W-7) is a tax ID for individuals who aren't eligible for an SSN. Your LLC gets an EIN; you as an owner may separately need an ITIN if you have to file a personal US return. ITINs are issued with a tax return attached or through an IRS Certifying Acceptance Agent and can take a couple of months.

The Form 5472 obligation — don't skip this. A single-member LLC owned by a non-US person is a "disregarded entity" that generally must file Form 5472 along with a pro-forma Form 1120 every year, reporting transactions between the LLC and its foreign owner — even with zero income. The penalty for missing it is $25,000. Almost no Tennessee LLC guide mentions this; build it into your annual calendar from day one. (A multi-member foreign-owned LLC files Form 1065 with K-1s instead.)

US bank account. Most US banks want the owner physically present to open a business account, along with the EIN confirmation letter, the filed Articles of Organization, the operating agreement, and a passport. Several fintech business-banking platforms onboard non-resident-owned US LLCs remotely — eligibility and policies change, so check current terms before you rely on any of them. You'll typically need a US business address, which can be your registered agent or a virtual office depending on the bank.

Tennessee tax. The good news for non-residents: there's no personal income tax on wages, so there's no nonresident wage-withholding tangle like California's. The catch: if your LLC is registered or doing business in Tennessee, it still owes the Franchise & Excise tax — including the $100 minimum franchise tax — and files Form FAE170 every year. Federally, if the LLC is engaged in a US trade or business, the foreign owner has US filing obligations of their own (Form 1040-NR for an individual, plus the Form 5472 filing above).

Registered agents and the Corporate Transparency Act (BOI)

Your registered agent is the person or company designated to receive lawsuits and official notices for the LLC. It has to be a Tennessee resident or an authorized organization with a physical Tennessee street address — and because the agent's address is public, plenty of Tennessee residents hire a commercial agent purely to keep their home address off the record.

On the federal beneficial-ownership side: under the Corporate Transparency Act, LLCs were originally required to file a Beneficial Ownership Information (BOI) report with FinCEN. That changed. FinCEN's interim final rule, published in March 2025, redefined a "reporting company" to mean only entities formed under foreign law that register to do business in a US state. As of early 2026, that means a Tennessee-formed LLC — even one with foreign owners — has no BOI filing obligation. FinCEN has said it intends to finalize the rule, so this could shift; check fincen.gov/boi before you assume one way or the other. (If you register a foreign-formed entity to do business in Tennessee, that entity does have its own FinCEN obligations.)

Your first 30, 60, and 90 days

Days 1–7

• Get your EIN from the IRS (free; online if you have an SSN/ITIN, otherwise by fax, mail, or phone).
• Adopt your operating agreement — not required by Tennessee law, but expected by banks and the IRS; keep it with your records.
• Check your BOI status. As of early 2026 a domestic Tennessee LLC has no FinCEN filing to make; re-verify at fincen.gov/boi.

Days 1–30

• Open a US business bank account (EIN letter, filed Articles, operating agreement, ID).
• Register for Franchise & Excise tax through TNTAP — most LLCs must, and the $100 minimum franchise tax applies even with no profit.
• Register for a sales tax certificate if you sell taxable goods or services.
• Register for unemployment insurance with the Tennessee Department of Labor if you'll hire, and set up federal payroll.
• Check whether your city or county requires a local business license (often a $15 license once your TN sales pass the threshold).
• Get any professional or industry licenses your work requires.
• Look into business insurance — general liability now, workers' comp once you have employees.

Days 1–60

• Set up bookkeeping and a way to track net earnings and net worth, so the F&E numbers aren't a year-end scramble.
• Calendar your two recurring deadlines below.
• If you're a foreign-owned single-member LLC, note the annual Form 5472 + pro-forma 1120 filing.

By the first day of the 4th month after your fiscal year ends — hard deadline

• File the Annual Report with the Secretary of State (April 1 for calendar-year LLCs). $50 per member, minimum $300. Miss the ~60-day grace and the state dissolves your LLC.

By the 15th day of the 4th month after your tax year closes

• File Form FAE170 and pay Franchise & Excise tax via TNTAP (April 15 for calendar-year filers). Pay quarterly estimates if your F&E liability will be $5,000 or more.

Common mistakes with Tennessee LLCs

Assuming "no income tax" means no business tax. Why it hurts: you skip Franchise & Excise registration, then get hit with back taxes, the $100 minimum franchise tax for every year you should have filed, and penalties — the F&E tax applies to most LLCs whether or not Tennessee taxes your wages. Fix: register for F&E through TNTAP within your first month and file Form FAE170 every year, even in a year with no profit.

Forgetting the fees scale per member. Why it hurts: you budget the headline "$300," add a few co-founders, and discover the filing fee — and every future Annual Report — is $50 per member above six. A 10-member LLC pays $500 to form and $500 a year, not $300. Fix: multiply $50 by your member count (floor $300, cap $3,000) before you file, and remember the Annual Report uses the same math.

Missing the Annual Report deadline. Why it hurts: it's due the first day of the fourth month after your fiscal year end, and after a ~60-day grace the Secretary of State administratively dissolves your LLC — which freezes your ability to do business and forces a reinstatement process. Fix: calendar April 1 (for calendar-year LLCs) the week you form, and file early.

Counting on the FONCE or OME exemption without qualifying. Why it hurts: people hear "there are F&E exemptions" and assume they apply. FONCE requires 95% family ownership and at least 66.67% passive (rental/investment) income — operating income doesn't count — and OME requires every member to waive their limited-liability protection, which defeats the point of an LLC. Fix: assume you owe F&E unless a Tennessee CPA confirms you genuinely meet a specific exemption, and file Form FAE183 if you do qualify for FONCE.

How Jupid helps

Jupid forms your Tennessee LLC for free — you pay only the state's filing fee ($300 for most LLCs), with no service markup and no surprise "compliance" subscription. After that, Jupid is your AI accountant, working in WhatsApp and iMessage the same way you already text. It connects to your business bank account, automatically categorizes your transactions (around 95.9% accuracy), keeps your deductions organized, and prepares your tax filings with CPA review before anything is submitted. For a Tennessee LLC, that's the part that actually takes time year after year — the Franchise & Excise return, the net-earnings and net-worth math behind Form FAE170, the Annual Report reminder, and clean books to back it all up. The $300 you'll just pay; the F&E filing is work, and that's the work Jupid does for you. Start your Tennessee LLC free with Jupid →

Frequently asked questions

How much does it cost to start an LLC in Tennessee in 2026? Tennessee charges $50 per member for the Articles of Organization, with a minimum of $300 and a maximum of $3,000. So an LLC with one to six members pays $300; a seven-member LLC pays $350; the fee caps at $3,000. There's no separate state fee for a registered agent, and a name reservation ($20) is optional, so $300 is the typical year-one filing cost for a small LLC — before the Franchise & Excise tax.

Why does a Tennessee LLC cost $50 per member? Tennessee is one of the few states where the filing fee scales with the number of members. The Articles of Organization fee — and the Annual Report fee — are both $50 per member, with a $300 minimum and a $3,000 maximum. One to six members lands at the $300 floor; each member above six adds $50 until you hit the $3,000 cap.

Does a Tennessee LLC pay tax if there's no state income tax? Yes. Tennessee has no personal income tax on wages, but most LLCs owe the Franchise & Excise (F&E) tax: 6.5% excise on net earnings (after a $50,000 standard deduction) and 0.25% franchise on net worth, with a $100 minimum franchise tax that's due whether the LLC is active or not. "No income tax" is not the same as "no business tax."

When is the Tennessee LLC Annual Report due? By the first day of the fourth month after your LLC's fiscal year ends — April 1 for a calendar-year (December fiscal year-end) LLC. The fee is $50 per member, minimum $300, maximum $3,000. There's roughly a 60-day grace period, after which the Secretary of State administratively dissolves the LLC and you have to go through reinstatement to restore good standing.

Can a non-US resident form a Tennessee LLC? Yes. Tennessee has no citizenship or residency requirement for members or managers. You'll need a Tennessee registered agent with a physical address, an EIN (which you can get without an SSN via Form SS-4), and you'll still owe Franchise & Excise tax. A foreign-owned single-member LLC must also file Form 5472 with the IRS every year or face a $25,000 penalty.

Does Tennessee require LLCs to publish a formation notice in a newspaper? No. Unlike New York, Arizona, Nebraska, Georgia, and Pennsylvania, Tennessee has no newspaper publication requirement for LLCs. Once the Secretary of State approves your Articles of Organization, your LLC exists — there's no second publication step or cost.

Official sources

• Tennessee Secretary of State — Business Forms & Fees ($50/member, $300 minimum, $3,000 maximum)
• Form SS-4270 — Articles of Organization (LLC) (per-member fee; fiscal year ending month; OME election)
• TNCaB — online business filing portal
• Tennessee Department of Revenue — Franchise & Excise Tax (6.5% excise, 0.25% franchise, $100 minimum, Form FAE170)
• Tennessee Department of Revenue — FONCE exemption (95% family-owned + 66.67% passive income) · exempt entities, incl. OME
• Tennessee Department of Revenue — get started with TNTAP (F&E registration and FAE170 filing)
• IRS — get an EIN · Instructions for Form SS-4 · About Form 5472
• FinCEN — Beneficial Ownership Information
• Related on Jupid: Tennessee LLC formation · Tennessee LLC annual cost calculator · Tennessee business name generator · best state to form an LLC · Wyoming LLC guide · California LLC guide

This guide is general information, not legal or tax advice. Fees, deadlines, and thresholds change — verify with the official sources above before you file.

Last updated: June 2026.