$700 to form your Tennessee LLC

Tennessee LLC Cost: $300 Filing + $300 Annual Report + $100 Min Tax (2026)

Forming an LLC in Tennessee costs $300 minimum to file Articles of Organization, $300 minimum/yr for the annual report, plus a $100 minimum franchise tax and a 6.5% excise tax on net earnings. Tennessee is one of the most expensive states in the country to maintain an LLC. The base filing fee is $50 per member with a $300 minimum and $3,000 maximum, the annual report uses the same per-member structure with the same floor and ceiling. Five-year cost for a single-member LLC: $1,700+, before the excise tax on any net earnings. Founders who reflexively form in Tennessee because there is no state personal income tax frequently miss the entity-level franchise and excise taxes that capture LLC earnings at the entity level instead.

Reviewed by LLC Formation Cost Editorial Team, fact-checked against primary government sources • Last updated 2026-06-01 • 4 primary government sources cited

TL;DR

Tennessee charges $50 per LLC member to file Articles of Organization with the Secretary of State, with a $300 minimum and $3,000 maximum. The annual report uses the same formula: $50 per member, $300 minimum, $3,000 maximum, due by the first day of the fourth month after the LLC’s fiscal year end (April 1 for calendar-year LLCs). On top of the SOS fees, every Tennessee LLC owes a $100 minimum franchise tax (0.25% of the greater of net worth or Tennessee-located tangible property) plus a 6.5% excise tax on net earnings to the Tennessee Department of Revenue. Tennessee has no personal income tax on wages, but it captures LLC earnings at the entity level through the franchise and excise tax regime, making the “no income tax” headline misleading for small operating LLCs. The state requires registered agents with a Tennessee street address.

Tennessee LLC cost breakdown (2026)

Line item	Cost	Source
Articles of Organization ($50/member, min/max)	$300-$3,000	sos.tn.gov
Annual Report ($50/member, min/max)	$300-$3,000	sos.tn.gov
Minimum Franchise Tax	$100/yr	tn.gov/revenue
Excise Tax (on net earnings)	6.5%	tn.gov/revenue
Registered Agent service (TN-resident agent required)	$50-$200/yr	sos.tn.gov
Year 1 total (single-member, no add-ons)	$700
Year 1 with TN RA service	$750-$900
Year 2+ ongoing (DIY, single-member, no excise)	$400
5-year total (DIY, single-member, no excise)	$2,300

All figures verified 2026-06-01 from primary Tennessee state sources.

What makes Tennessee expensive

Tennessee’s pricing structure is unusual in three ways. First, the LLC filing fee is calculated per member with a $300 minimum and $3,000 maximum, an LLC with seven or more members pays the maximum. Second, the annual report uses the exact same formula, so the recurring cost matches the formation cost. Third, every TN LLC owes a separate $100 minimum franchise tax and a 6.5% excise tax to the Department of Revenue, even though TN markets itself as a “no income tax” state.

• $300 minimum filing fee. Tied with Texas for the highest base filing fee in the country, exceeded only by Massachusetts ($500) and Nevada ($425 including initial list and business license).
• $300 minimum annual report fee. Nearly unique to Tennessee, most states charge $0-$100 for the annual report; Tennessee charges the same as the initial filing.
• $100 minimum franchise tax. TN levies a 0.25% franchise tax on the greater of net worth or TN-located tangible property, with a $100 minimum applied even to dormant or no-asset LLCs.
• 6.5% excise tax. Applied to TN-source net earnings of every LLC, capturing the same income that other states tax at the personal level.
• No publication requirement. TN has no newspaper publication rule (unlike NY, AZ, NE).
• Same-business-day online processing. TN online filings clear within hours, no expedited fee.

The “no state income tax” headline applies only to wages. LLC operating earnings are captured by the excise tax at the entity level. For a small operating LLC, Tennessee’s combined fee + tax burden often exceeds states with explicit individual income taxes.

Filing steps (DIY, no service)

1. Pick a name, search availability at the TN SOS business name search. Names must include “Limited Liability Company,” “LLC,” or “L.L.C.”
2. Designate a registered agent, must be a Tennessee resident individual or a business entity authorized to do business in TN, with a physical TN street address.
3. File Articles of Organization, $50 per member, $300 minimum, $3,000 maximum. File online via TNBEAR or by mail to TN Secretary of State, 312 Rosa L. Parks Avenue, Snodgrass Tower 6th Floor, Nashville, TN 37243.
4. Record with the County Register of Deeds, TN Code § 48-249-303 requires LLCs whose principal office is in Tennessee to file a copy of the Articles with the Register of Deeds in the principal-office county.
5. Get a federal EIN, free at irs.gov.
6. Register with the TN Department of Revenue, every TN LLC must register for the franchise and excise tax. Register via TNTAP.
7. Draft an operating agreement, not required by TN statute but standard practice.
8. Open a business bank account, Pinnacle Financial Partners, First Horizon Bank, Regions Bank, and most local credit unions accept TN LLC filings.
9. File FinCEN BOI report, required under the Corporate Transparency Act within 30 days of formation. Free to self-file at fincen.gov/boi. Non-public.
10. Calendar two annual deadlines, the SOS annual report due first day of the fourth month after fiscal year end, and the franchise/excise tax return due the 15th day of the fourth month after fiscal year end.

Online filings via TNBEAR are typically processed same business day. There is no separate expedited filing fee.

Hidden costs founders miss

Beyond the $300 + $300/yr + $100 minimum tax math, five costs commonly catch TN founders by surprise. First, the County Register of Deeds recording fee, $12-$20 in the principal-office county, easily forgotten because it is not part of the SOS workflow. Second, the registered agent service. Out-of-state founders need a TN RA at $50-$200/yr. Third, the federal FinCEN BOI filing, free at fincen.gov/boi but adding the 30-day post-formation compliance deadline with $500/day federal penalties. Fourth, the Tennessee business tax (separate from franchise and excise tax). TN imposes a state business tax based on gross receipts, ranging from $22 to varying amounts depending on classification, payable annually with the FAE 170 return. Fifth, local business taxes in Nashville, Memphis, Knoxville, and Chattanooga, where municipalities layer additional gross-receipts business taxes on top of the state business tax.

Page-unique facts

• Tennessee charges $50 per LLC member with a $300 minimum and $3,000 maximum. This per-member structure is rare nationally and pushes the cost up sharply for multi-member LLCs. An LLC with seven or more members pays the $3,000 ceiling for both formation and annual report.
• The annual report fee matches the formation fee. Tennessee is the only state where the recurring annual cost is structurally identical to the one-time formation cost.
• TN imposes both a franchise tax and an excise tax on LLCs. The franchise tax (0.25% with $100 minimum) and the excise tax (6.5% on net earnings) operate together. The franchise tax acts as a minimum floor; the excise tax captures earnings above that floor.
• The “no income tax” label is misleading for operating LLCs. Tennessee has no individual income tax on wages, but LLC operating earnings are taxed at 6.5% via the excise tax. Compared to Texas (no excise tax) or Florida (no excise tax), TN is structurally more expensive for operating businesses.
• LLC Articles must be recorded with the County Register of Deeds. TN Code § 48-249-303 imposes an additional county-level recording requirement for LLCs whose principal office is in Tennessee, an extra step not required in most states.

FAQ

Why is Tennessee’s annual report so expensive?

Tennessee charges $50 per member with a $300 minimum, $3,000 maximum, for both the initial Articles of Organization filing and the annual report. The per-member structure is unique in the US, and the $300 minimum matches the formation fee, making TN’s recurring cost one of the highest in the country. A single-member LLC pays the $300 minimum every year, indefinitely. Source: sos.tn.gov, verified 2026-06-01.

Does Tennessee really have no income tax?

Tennessee has no personal income tax on wages or pass-through entity earnings at the individual level. However, Tennessee imposes a 6.5% excise tax on net earnings of LLCs (and corporations) at the entity level, plus a 0.25% franchise tax on net worth or TN tangible property (whichever greater) with a $100 minimum. For an operating LLC making $100,000 in net earnings, TN’s excise tax bill is $6,500, which approximates a state income tax in everything but name. Source: tn.gov/revenue.

What is the Tennessee minimum franchise tax?

The $100 minimum franchise tax applies to every LLC registered or doing business in Tennessee, regardless of activity or earnings. It is calculated as 0.25% of the greater of net worth or the book value of real and tangible personal property in TN, with a $100 floor. Even a dormant LLC with no assets owes the $100. The franchise tax is filed with the excise tax on the FAE 170 form. Source: TN Department of Revenue Franchise & Excise Tax.

Do I really have to file with the County Register of Deeds?

If your LLC’s principal office is in Tennessee, yes. TN Code § 48-249-303 requires LLCs whose principal office is in TN to file a certified copy of the Articles of Organization with the Register of Deeds in the principal-office county within 60 days of formation. The county recording fee is typically $12-$20. LLCs with principal offices outside Tennessee but doing business in TN are exempt from this county recording step.

Can I form a Tennessee LLC and avoid the franchise and excise tax?

Only if the LLC has no Tennessee nexus, meaning no TN offices, no TN employees, no TN-source revenue. A pure non-resident-owned TN LLC with no TN operations may file zero-tax-due returns, but the $100 minimum franchise tax still applies. For non-residents with no real TN connection, Wyoming, New Mexico, or Delaware are cheaper structurally, the TN excise + franchise burden makes the state a poor non-resident choice.

Can multi-member Tennessee LLCs reduce the per-member fee?

No, the per-member structure is statutory. A two-member LLC pays $300 (the minimum applies), a six-member LLC pays $300, a seven-member LLC pays $350, and an LLC with 60+ members pays the $3,000 ceiling. Some founders structure with a single managing member and treat investors as non-member economic-interest holders, which keeps the SOS fees at the $300 floor but may complicate federal partnership taxation. Consult a Tennessee tax attorney before structuring around the fee.

State quirk: $50 per member with a $300 floor and $3,000 ceiling

Tennessee is structurally one of the most unusual LLC states in the country. The $50-per-member calculation with a $300 minimum and $3,000 maximum applies to both the Articles of Organization and the annual report, meaning a TN LLC with seven or more members hits the $3,000 ceiling and pays it every single year, indefinitely. Stacked on top of the franchise and excise tax regime, Tennessee combines the highest annual report fee in the country (tied with very few other states) with one of the broader entity-level tax bases. The historical reason is that Tennessee’s revenue model leaned on entity-level taxation in the absence of a personal income tax, the state had a “Hall income tax” on interest and dividends (repealed 2021) and continues to source most of its tax revenue from sales tax and entity-level franchise/excise taxes. Founders attracted by the no-wage-tax headline should run the math on the excise tax before forming. Cross-reference: TN Code Title 48 Chapter 249 (LLC Act).

Common mistake in Tennessee

The most common Tennessee LLC mistake is forming because “Tennessee has no income tax” and then discovering the franchise and excise tax six months later. The excise tax captures 6.5% of LLC net earnings at the entity level, before any distribution to members. For an operating business clearing $100K in net earnings, Tennessee costs $6,500 in excise tax plus $400 in SOS fees plus the $100 minimum franchise tax, more than $7,000/yr ongoing. Compared to Texas (no excise tax, no annual report fee under $1.23M revenue) or Florida (no income tax, $138.75 annual report), Tennessee is structurally far more expensive for operating LLCs.

A second common mistake involves the County Register of Deeds recording requirement. TN Code § 48-249-303 requires LLCs with a TN principal office to record a certified copy of the Articles with the Register of Deeds in the principal-office county within 60 days. Founders who file with the SOS but skip the county recording technically operate in violation of the LLC Act, which can create complications when transacting in real estate or contesting a creditor claim. The county recording fee is small ($12-$20) but the step is easy to miss.

A third common mistake is structuring with too many members without realizing the per-member fee impact. A founder who admits seven friends or family as nominal members to “spread liability” or “create an investment vehicle” inadvertently pushes the annual fee from $300 (six or fewer members) to $350 (seven members) and ramps up sharply from there. An LLC with 60 or more members pays the $3,000 ceiling every year for both the formation filing and each annual report. Multi-member structuring in Tennessee should be deliberate, not casual.

Compared to other Southeast and no-income-tax states

Tennessee’s total cost burden is the highest among the no-personal-income-tax states. Texas comes in at $300 once with $0/yr ongoing under the $1.23M threshold (five-year total: $300). Florida is $125 to form plus $138.75/yr annual reports (five-year total: $680). Wyoming is $100 + $60/yr (five-year total: $340). South Dakota is $150 + $50/yr (five-year total: $350). Nevada is $425 first year plus $350/yr renewal (five-year total: $1,825). Tennessee runs $700 first year plus $400/yr ongoing for a single-member LLC ($2,300 five-year total, before any excise tax on earnings). For founders attracted to “no income tax” branding, Texas and Florida are dramatically cheaper at scale; for asset-protection structures, Wyoming and South Dakota offer stronger statutes at lower cost. Tennessee makes the most sense for founders with genuine TN operations who specifically need the LLC structure for the business, not as a non-resident formation play.

Sources

1. Tennessee Secretary of State Business Services, last verified 2026-06-01
2. Tennessee Business Express Filings (TNBEAR), last verified 2026-06-01
3. Tennessee Department of Revenue, Franchise and Excise Tax, last verified 2026-06-01
4. TN Code Title 48 Chapter 249 (Revised LLC Act), last verified 2026-06-01
5. Tennessee Taxpayer Access Point (TNTAP), last verified 2026-06-01
6. IRS Tennessee Small Business Resources, last verified 2026-06-01

About the author

Aissam Baidi is the founder and researcher behind llcformationcost.com. He verifies Tennessee LLC fees directly from sos.tn.gov and tn.gov/revenue on a quarterly cycle. Connect on LinkedIn.

---

Not legal advice. Estimates based on publicly available data from each state’s Secretary of State office. Consult a licensed attorney in your jurisdiction.