WEBVTT

00:00:00.240 --> 00:00:07.200
<v Dan>To start an LLC in Tennessee, you file Articles of Organization, Form SS-4270, with

00:00:07.220 --> 00:00:11.360
<v Dan>the Secretary of State, and pay $300 for up to six members.

00:00:12.000 --> 00:00:15.920
<v Maya>Up to six members? So the fee depends on headcount.

00:00:15.920 --> 00:00:20.480
<v Dan>Yes. It's $50 per member, with a $300 minimum.

00:00:20.480 --> 00:00:23.280
<v Maya>This is The Business Formation Podcast.

00:00:23.373 --> 00:00:28.880
<v Maya>Today, Tennessee for 2026, in six steps, with what it all costs and the three best

00:00:28.928 --> 00:00:30.320
<v Maya>ways to have it filed for you.

00:00:30.464 --> 00:00:31.680
<v Maya>What's step one?

00:00:32.480 --> 00:00:36.720
<v Dan>Tennessee wants limited liability company, LLC, or L.L.C.

00:00:36.773 --> 00:00:41.040
<v Dan>in the name. It has to be distinguishable from names on record, too.

00:00:41.040 --> 00:00:42.880
<v Maya>Anything off limits?

00:00:42.880 --> 00:00:47.760
<v Dan>Words like bank or insurance company need another agency's approval first.

00:00:47.760 --> 00:00:50.080
<v Maya>How do I check my name?

00:00:50.080 --> 00:00:53.040
<v Dan>The Secretary of State's business entity search is free.

00:00:53.360 --> 00:00:55.600
<v Dan>A name reservation is $20.

00:00:56.400 --> 00:00:58.720
<v Maya>What does the registered agent need in Tennessee?

00:00:58.720 --> 00:01:01.600
<v Dan>A person or business at a Tennessee street address.

00:01:01.820 --> 00:01:05.040
<v Dan>The Articles also list the county and an email.

00:01:05.040 --> 00:01:07.040
<v Maya>Can I use a P.O. box?

00:01:07.040 --> 00:01:10.799
<v Dan>No. The state doesn't accept one, and it verifies the address.

00:01:11.573 --> 00:01:12.800
<v Maya>Is all that public?

00:01:12.800 --> 00:01:15.440
<v Dan>Everything on the form is public record.

00:01:15.568 --> 00:01:18.480
<v Dan>That's why many owners hire a commercial agent.

00:01:18.569 --> 00:01:21.440
<v Dan>Changing agents later costs $20.

00:01:23.303 --> 00:01:24.423
<v Maya>How do I file?

00:01:24.423 --> 00:01:30.263
<v Dan>Submit Form SS-4270 online through TNCaB, the state's filing system.

00:01:30.343 --> 00:01:32.183
<v Dan>You can file by mail too.

00:01:32.183 --> 00:01:33.783
<v Maya>What does it ask for?

00:01:33.783 --> 00:01:38.903
<v Dan>A principal office, a business email for reminders, your fiscal year end, how the

00:01:39.023 --> 00:01:41.863
<v Dan>LLC is managed, and how many members it has.

00:01:41.863 --> 00:01:44.103
<v Maya>I'm Maya, by the way, here with Dan.

00:01:44.103 --> 00:01:49.063
<v Dan>Nice to meet you, Maya. One more detail: if you pay by card, there's a convenience

00:01:49.123 --> 00:01:50.023
<v Dan>fee on top.

00:01:50.023 --> 00:01:51.463
<v Maya>And the fee itself?

00:01:51.463 --> 00:01:56.743
<v Dan>$50 per member, $300 minimum, $3,000 maximum.

00:01:57.543 --> 00:02:00.023
<v Maya>Does the Secretary of State want my operating agreement?

00:02:00.023 --> 00:02:02.503
<v Dan>No. You keep it with your records.

00:02:02.570 --> 00:02:04.103
<v Dan>There's no state fee.

00:02:04.103 --> 00:02:05.863
<v Maya>And if I don't write one?

00:02:05.863 --> 00:02:10.823
<v Dan>Tennessee's default LLC rules decide things like how profits are split.

00:02:11.036 --> 00:02:15.703
<v Dan>So write down who owns what, who makes decisions, and what happens if a member

00:02:15.794 --> 00:02:16.423
<v Dan>leaves.

00:02:17.103 --> 00:02:18.863
<v Maya>Now the federal side.

00:02:18.863 --> 00:02:24.943
<v Dan>Apply for your EIN free with the IRS at IRS.gov, after the state files your

00:02:25.005 --> 00:02:26.062
<v Dan>Articles.

00:02:26.062 --> 00:02:27.422
<v Maya>How fast is that?

00:02:27.422 --> 00:02:31.343
<v Dan>If the online application is approved, the number is issued right away.

00:02:31.471 --> 00:02:35.823
<v Dan>Have the Social Security number or ITIN of the person in charge ready.

00:02:36.427 --> 00:02:37.983
<v Maya>Anything state-level after that?

00:02:37.983 --> 00:02:43.503
<v Dan>Yes. Tennessee LLCs register for franchise and excise tax with the Department of

00:02:43.563 --> 00:02:47.663
<v Dan>Revenue. The minimum franchise tax is $100.

00:02:47.663 --> 00:02:49.903
<v Maya>And the beneficial ownership report?

00:02:49.903 --> 00:02:53.183
<v Dan>Skip it. FinCEN no longer requires it from U.S.

00:02:53.207 --> 00:02:54.063
<v Dan>companies.

00:02:54.736 --> 00:02:56.096
<v Maya>What's due every year?

00:02:56.096 --> 00:03:02.736
<v Dan>An annual report in TNCaB. The fee is $300 minimum, and $3,000 maximum.

00:03:02.736 --> 00:03:03.136
<v Maya>When?

00:03:03.136 --> 00:03:07.376
<v Dan>By the first day of the fourth month after your fiscal year ends.

00:03:07.516 --> 00:03:10.416
<v Dan>For a December year end, that's April 1.

00:03:11.045 --> 00:03:13.536
<v Maya>So the report isn't tied to the month I formed.

00:03:13.536 --> 00:03:16.656
<v Dan>Right. It's tied to your fiscal year end.

00:03:16.656 --> 00:03:18.176
<v Maya>What if I miss it?

00:03:18.176 --> 00:03:21.456
<v Dan>The LLC can be administratively dissolved.

00:03:21.643 --> 00:03:26.976
<v Dan>Reinstating costs $70, plus a tax clearance from the Department of Revenue.

00:03:28.898 --> 00:03:30.418
<v Maya>Give me the do-it-yourself total.

00:03:30.418 --> 00:03:33.138
<v Dan>$300 to form with up to six members.

00:03:33.298 --> 00:03:39.298
<v Dan>Then a $300 annual report. Plus at least $100 in franchise tax.

00:03:39.298 --> 00:03:41.058
<v Maya>The EIN is free?

00:03:41.058 --> 00:03:47.139
<v Dan>Yes. And a name reservation is $20, and a change of agent is $20.

00:03:47.139 --> 00:03:48.739
<v Maya>So what's a first-year number?

00:03:48.739 --> 00:03:52.979
<v Dan>$300 to form. With a reservation, $320.

00:03:53.059 --> 00:03:55.059
<v Dan>The franchise tax comes after that.

00:03:58.178 --> 00:04:01.618
<v Maya>Let me test the member math. I have four members.

00:04:01.618 --> 00:04:07.858
<v Dan>Four times $50 is $200, but the minimum is $300.

00:04:07.911 --> 00:04:10.178
<v Dan>So you pay $300.

00:04:10.178 --> 00:04:11.298
<v Maya>And six?

00:04:11.298 --> 00:04:16.018
<v Dan>Six times $50 is $300. Right at the minimum.

00:04:16.438 --> 00:04:17.058
<v Maya>And seven?

00:04:17.058 --> 00:04:23.218
<v Dan>$350. Every member past six adds $50, up to the $3,000

00:04:23.288 --> 00:04:24.098
<v Dan>maximum.

00:04:25.225 --> 00:04:26.585
<v Maya>Could I be my own agent?

00:04:26.585 --> 00:04:29.545
<v Dan>If you have a Tennessee street address, you can list yourself.

00:04:29.685 --> 00:04:32.665
<v Dan>The Articles also need the county and an email.

00:04:32.665 --> 00:04:33.865
<v Maya>What about a friend?

00:04:33.865 --> 00:04:39.185
<v Dan>Same test. A person or business at a street address, and no P.O.

00:04:39.235 --> 00:04:39.465
<v Dan>box.

00:04:39.465 --> 00:04:41.545
<v Maya>What happens to the address?

00:04:41.545 --> 00:04:44.625
<v Dan>It's on the public record, and the state verifies it.

00:04:44.745 --> 00:04:46.665
<v Dan>So many owners prefer a business.

00:04:46.665 --> 00:04:48.105
<v Maya>And a change?

00:04:48.105 --> 00:04:50.265
<v Dan>$20 to change agents.

00:04:51.433 --> 00:04:53.033
<v Maya>Let me press on the annual report.

00:04:53.209 --> 00:04:56.073
<v Maya>What really happens if I miss April 1?

00:04:56.073 --> 00:04:59.833
<v Dan>Late filers can be administratively dissolved.

00:04:59.961 --> 00:05:02.633
<v Dan>That's the state ending your LLC's standing.

00:05:02.633 --> 00:05:04.472
<v Maya>And the way back?

00:05:04.472 --> 00:05:09.592
<v Dan>Reinstatement is $70. You also need a tax clearance from the Department of Revenue.

00:05:10.126 --> 00:05:11.753
<v Maya>So the tax side matters.

00:05:11.753 --> 00:05:16.793
<v Dan>It does. The tax clearance is part of getting reinstated, so the Department of

00:05:16.843 --> 00:05:18.553
<v Dan>Revenue is involved either way.

00:05:19.296 --> 00:05:20.896
<v Maya>Give me the order of operations.

00:05:20.896 --> 00:05:25.376
<v Dan>Search the name. Choose your agent at a Tennessee street address.

00:05:25.520 --> 00:05:30.176
<v Dan>File Form SS-4270 for $300 or more.

00:05:30.288 --> 00:05:35.296
<v Dan>Then get your EIN, register with the Department of Revenue, and write your operating

00:05:35.344 --> 00:05:35.856
<v Dan>agreement.

00:05:35.856 --> 00:05:36.736
<v Maya>And the calendar?

00:05:36.736 --> 00:05:42.096
<v Dan>Your annual report, the first day of the fourth month after your fiscal year ends.

00:05:42.096 --> 00:05:43.376
<v Maya>And the amount?

00:05:43.376 --> 00:05:45.536
<v Dan>$300 at the minimum.

00:05:46.787 --> 00:05:49.347
<v Maya>What if I want someone else to file it?

00:05:49.347 --> 00:05:52.387
<v Dan>Here are the three best ways to file in Tennessee.

00:05:52.513 --> 00:05:59.507
<v Dan>Number one, our pick, is Mainstay Filing, $199 a year plus the state fee.

00:05:59.619 --> 00:06:04.787
<v Dan>With the $300 state fee, checkout comes to $499.

00:06:04.787 --> 00:06:06.067
<v Maya>What does it cover?

00:06:06.067 --> 00:06:12.867
<v Dan>Your Form SS-4270 filed, your EIN application, and your

00:06:12.918 --> 00:06:18.067
<v Dan>registered agent every year. It renews at the same $199.

00:06:18.067 --> 00:06:20.147
<v Maya>And the annual report?

00:06:20.147 --> 00:06:25.187
<v Dan>In Tennessee, Mainstay prepares and files it on time every year.

00:06:25.267 --> 00:06:29.587
<v Dan>You pay only the state's fee, $300 for most LLCs.

00:06:29.587 --> 00:06:31.427
<v Maya>Number two?

00:06:31.427 --> 00:06:38.387
<v Dan>TN Registered Agent.org. It prepares and files your Articles for $199

00:06:38.467 --> 00:06:42.947
<v Dan>plus the state fee, which is also $499 at checkout.

00:06:43.047 --> 00:06:47.668
<v Dan>The first year of agent service is free, then it's $99 a year.

00:06:47.668 --> 00:06:49.748
<v Maya>And number three?

00:06:49.748 --> 00:06:52.948
<v Dan>Tennessee Registered Agent.co.

00:06:53.060 --> 00:06:59.828
<v Dan>Same offer. $199 plus the state fee, first year of agent service free, then

00:06:59.897 --> 00:07:01.428
<v Dan>$99 a year.

00:07:01.428 --> 00:07:03.268
<v Maya>How do I choose?

00:07:03.268 --> 00:07:08.228
<v Dan>If you'll file your own annual report, numbers two and three cost less from year

00:07:08.328 --> 00:07:11.868
<v Dan>two, at $99 a year for the agent alone.

00:07:11.938 --> 00:07:15.348
<v Dan>The $300 state fee is the same either way.

00:07:15.508 --> 00:07:20.148
<v Dan>If you want the report filed for you at one steady price, that's Mainstay.

00:07:21.528 --> 00:07:22.408
<v Maya>Three-year number?

00:07:22.408 --> 00:07:27.448
<v Dan>Mainstay is $199 a year, so $597.

00:07:27.562 --> 00:07:34.408
<v Dan>Number two or three is $199 in year one, then $99 in each of the next two years, for

00:07:34.448 --> 00:07:36.088
<v Dan>$397.

00:07:36.088 --> 00:07:38.328
<v Maya>A $200 gap.

00:07:38.328 --> 00:07:43.688
<v Dan>Yes, and in Tennessee, that gap pays for having your annual report filed on time.

00:07:44.409 --> 00:07:45.448
<v Maya>One more time through it?

00:07:45.448 --> 00:07:52.409
<v Dan>Choose a name with LLC in it, name an agent at a Tennessee street address, file

00:07:52.489 --> 00:07:59.369
<v Dan>Form SS-4270 for $300, write an operating agreement, get your

00:07:59.449 --> 00:08:04.489
<v Dan>free EIN, and file your $300 annual report every year.

00:08:04.489 --> 00:08:08.729
<v Maya>The links to all three services and every official source are in the show notes.

00:08:08.786 --> 00:08:12.329
<v Maya>Thanks for listening to The Business Formation Podcast, and good luck with your new

00:08:12.377 --> 00:08:13.609
<v Maya>Tennessee LLC.