How to Form an LLC in Tennessee: Articles, Agent & Annual Report

To form a Tennessee LLC you file Articles of Organization with the Tennessee Secretary of State under T.C.A. § 48-249-202, naming the registered agent and office, principal office, and management type. The LLC must maintain a registered agent (§ 48-249-109) and file an annual report (§ 48-249-1017). Tennessee charges LLC filing and annual-report fees per member ($50 per member, subject to a minimum and a maximum) — confirm the current per-member rate, floor, and cap on sos.tn.gov.

This is general information, not legal advice. A Tennessee attorney can help you get the details right.

A Tennessee LLC gives you a liability shield with relatively little formality. Here’s the process.

The steps

File the Articles of Organization. Under T.C.A. § 48-249-202, the articles name the registered agent and office, the principal office, and the management type. You file them with the Tennessee Secretary of State.
Maintain a registered agent. The LLC must keep a registered agent and office (T.C.A. § 48-249-109) to receive legal papers.
File the annual report. Keep the LLC in good standing by filing the annual report (T.C.A. § 48-249-1017) each year.

The per-member fee

Tennessee is unusual: LLC filing and annual-report fees are charged per member — $50 per member, subject to a minimum and a maximum. So a multi-member LLC can owe more than a single-member one, up to the cap. Because these amounts change, confirm the current per-member rate, floor, and cap on the Tennessee Secretary of State site (sos.tn.gov) before you file.

Don’t miss the annual report

The annual report (T.C.A. § 48-249-1017) keeps your LLC active. Missing it can affect your good standing, so calendar the deadline.

Next steps

Not sure an LLC is right for you? Compare structures in choosing a business entity, or see how to form a corporation. For help filing correctly, connect with a lawyer.

Frequently asked questions

What do I file to form a Tennessee LLC?

You file Articles of Organization with the Tennessee Secretary of State under T.C.A. § 48-249-202, naming the registered agent and office, principal office, and management type.

Does my Tennessee LLC need a registered agent?

Yes. A Tennessee LLC must maintain a registered agent and office (T.C.A. § 48-249-109) to receive legal documents.

How much does a Tennessee LLC cost to file?

Tennessee charges LLC filing and annual-report fees per member — $50 per member, subject to a minimum and a maximum. Confirm the current per-member rate, floor, and cap on the Secretary of State site (sos.tn.gov).

Related guides

Assumed Name (DBA) Registration in Tennessee A Tennessee corporation or LLC that wants to operate under a name other than its legal name files an Application for Registration of Assumed Name with the Secretary of State; the assumed name is good for 5 years and is renewable (T.C.A. § 48-14-101 for corporations; § 48-249-106 for LLCs). Sole proprietors and general partnerships, which aren't registered with the Secretary of State, handle a business name at the county level.

Business Disputes in Tennessee When a contract is breached, remedies include money damages and, where damages are inadequate, specific performance. Tennessee's general statute of limitations for contract actions is six years (T.C.A. § 28-3-109). An exception: contracts for the sale of goods have a 4-year limit under the UCC (T.C.A. § 47-2-725).

Choosing a Business Entity in Tennessee Tennessee recognizes sole proprietorships and general partnerships (no state formation filing), LLCs (Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-101 et seq.), and corporations (Tennessee Business Corporation Act, T.C.A. § 48-11-101 et seq.), formed by filing with the Secretary of State. LLCs and corporations generally shield owners' personal assets — but they're also generally subject to Tennessee's franchise & excise tax.

Contract Basics in Tennessee A contract needs offer, acceptance, and consideration. Tennessee's statute of frauds (T.C.A. § 29-2-101) requires a signed writing for certain agreements — including a contract for the sale of land, a lease of land for more than one year, an agreement that can't be performed within one year, and a promise to answer for another's debt. Sales of goods have a separate UCC statute of frauds (T.C.A. § 47-2-201).

How to Form a Corporation in Tennessee In Tennessee the incorporation document is called the charter (not articles of incorporation). You deliver a charter to the Secretary of State under the Tennessee Business Corporation Act (T.C.A. § 48-12-101, § 48-12-102), naming the corporation, incorporators, principal office, and registered agent, and file an annual report (§ 48-26-203). An S corporation is a federal tax election, not a Tennessee entity type. Confirm current fees on sos.tn.gov.

How to Form an LLC in Tennessee