Tennessee Secretary of State
Form your Tennessee LLC, Corporation, or Nonprofit with chat-first AI business formation. State filing, registered agent, EIN, and ongoing compliance workflows — connected from the start.
Tennessee Business Filing Overview
The Secretary of State — Division of Business Services is the state authority responsible for registering LLCs, corporations, nonprofits, and other business entities in Tennessee. The standard LLC formation fee is $300 with a processing time of 5-7 days. Online filing is available.
Tennessee Entity Requirements
State-specific governance rules for Tennessee LLCs, Corporations, and Nonprofits.
Members
| Minimum required | 1 |
|---|---|
| Residency required | No |
Management Structure
| Default | Member Managed |
|---|
Can be structured as manager-managed under the operating agreement
Operating Agreement
| Required to file | No |
|---|
Not filed with the state; written operating agreement strongly recommended
Annual Meeting
| Required | No |
|---|
No statutory annual meeting requirement for LLCs
Formation Filings in Tennessee
These are the primary documents filed with the Secretary of State — Division of Business Services to create a new legal entity. Each entity type has different requirements, fees, and processing times.
Articles of Incorporation
Corporation| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $100 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Includes authorized shares and par value
- Names the registered agent
- Sets the corporation's purpose
Articles of Organization
LLC| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $300 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Names the registered agent and required filing contact information
- Sets the registered office address
- May include an optional effective date
Articles of Incorporation (Nonprofit)
Nonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $100 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Public benefit purpose statement required
- Asset dedication language for IRS
- Members or directors structure
Foreign Qualification
LLCCorporation| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $300 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Required when operating, hiring employees, or owning property in another state
- Needs Certificate of Good Standing from home state
- Creates registered agent and annual report obligations in the new state
Ongoing Compliance in Tennessee
After formation, Tennessee entities must maintain ongoing filings to remain in good standing. Missing deadlines can result in late fees, administrative dissolution, and loss of liability protection.
Annual Report
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $300 + processing fee if filing online |
| Processing Time: | Immediate |
| Filing Method: | Online or Mail |
| Due Date: | April 1 |
| Filing Period: | Annual |
Minimum $300 annual report fee.
What to know
- Due date varies by state (often anniversary date or fixed month)
- Filing fees range $10–$825 by state
- Failure to file results in administrative dissolution
Amendment to Formation Documents
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $20 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Board or member approval typically required
- Certified copy may be needed for banks and contracts
- Most states allow online amendment filing
Articles of Dissolution
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $20 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
| Tax Clearance: | Required |
What to know
- May require tax clearance before filing
- Assets must be distributed before dissolution
- Protects against future liability claims
Change of Registered Agent
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $20 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
What to know
- Must be maintained at all times
- Registered agent must be available during business hours
- Can be an individual or registered agent service
Document Retrieval in Tennessee
Certified documents from the Secretary of State — Division of Business Services are often required by banks, investors, lenders, and for foreign qualification in other states.
Certificate of Good Standing
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $20 + processing fee if filing online |
| Processing Time: | 1-2 days |
| Filing Method: | Online or Mail |
What to know
- Required by most banks when opening accounts
- Needed for foreign qualification in other states
- Typically valid for 30–90 days
Apostille
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $2 |
| Processing Time: | 3-5 days |
| Filing Method: | Mail Only |
What to know
- Required for international business expansion
- Issued by Secretary of State office
- Attaches to formation documents and good standing certificates
Tennessee Tax Snapshot
Understanding Tennessee's tax environment is critical for choosing the right formation state and planning your entity's ongoing obligations.
Tennessee eliminated its individual income tax (Hall Tax) in 2021. No personal income tax. Excise tax on business income 6.5% and franchise tax of 0.25% of net worth apply to corporations and LLCs. State sales tax 7%; local add-ons up to 2.75% — combined rates among the highest in the US.
Tennessee Agency Directory
Key government agencies for Tennessee business formation, tax registration, and employer compliance.
Secretary of State — Division of Business Services
Primary filing authority for Tennessee business entities
Secretary of State — Division of Business Services
Entity formation, annual reports
Tennessee Department of Revenue
Franchise and excise tax, sales tax, withholding
Tennessee Department of Labor and Workforce Development
Unemployment insurance, employer registration
Form your Tennessee entity today.
Start your Tennessee LLC, corporation, or nonprofit online — AI-powered filing with registered agent, EIN, and compliance included.