How long does Tennessee LLC dissolution take?

Online filings through TNBear typically process in 1 business day, so Articles of Termination move quickly once submitted. Mail filings to the Nashville office run about 7 business days. No paid expedite tier is offered. The DOR side adds several weeks for final FAE 170 processing before franchise and excise tax stops accruing, so plan on 1 to 2 months for full closure.

Does Tennessee require a tax clearance certificate?

Not a separate certificate from the Department of Revenue, but the LLC must be current on franchise and excise tax before termination is effective. The final FAE 170 serves as the de facto clearance; the Secretary of State coordinates with DOR so an LLC that is not current cannot successfully terminate. File the final FAE 170 with the $100 minimum franchise tax paid in the same window as Form SS-4245.

What vote is needed to dissolve a Tennessee LLC?

Tenn. Code Ann. Section 48-249-601 dissolves the LLC on events specified in the articles or operating agreement, on the consent of the number or percentage of members the agreement requires, or unanimous written consent where the agreement is silent. The operating agreement controls. Document the decision in writing before filing SS-4246 or SS-4245. See the Tennessee LLC formation page for operating agreement context.

What happens if I just stop filing Tennessee returns?

Two things go wrong in parallel. The Secretary of State assesses late penalties on the missed annual report and eventually revokes the LLC's charter, and the Department of Revenue keeps assessing the $100 minimum franchise tax plus penalties every year until a final FAE 170 is filed. A three-year-abandoned Tennessee LLC can easily carry $1,000 or more in stacked fees and back-taxes by the time the owner tries to clean it up.

Do outstanding franchise and excise taxes survive dissolution?

Any unpaid franchise and excise tax for periods before dissolution stays on the books until paid. The Department of Revenue can pursue the members personally for unpaid trust-fund taxes (like withholding or sales tax collected but not remitted), and franchise/excise liabilities can attach to transferred assets within the statutory claim window. File the final FAE 170 and clear the balance; do not walk away with an open DOR account.

Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Tennessee's DOR and the IRS are separate systems; closing one does not close the other. See the IRS close-a-business page for the federal checklist.

Dissolve a Tennessee LLC: $20, franchise tax clearance

$20 Filing fee Articles of Termination of a Limited Liability Company (Form SS-4245)

Online or mail Filing path No paid expedite

1 business day online Approval time

Required Tax clearance Before state accepts dissolution

The quick read on dissolving a Tennessee LLC

At $20, Tennessee's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Tennessee accepts the dissolution filing online or mail, with online approvals in about 1 business day. The state tax agency has to clear the LLC's account before the Secretary of State will accept the dissolution document, so budget 4 to 8 extra weeks on top of the headline processing time.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for Tennessee filers is the order of operations: vote, tax clearance, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in Tennessee

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
Tennessee's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
Get tax clearance
Tennessee requires clearance from the state tax agency before accepting the dissolution filing. File any outstanding returns, pay any outstanding tax liability, then request a tax clearance certificate. Allow extra time for this step; in some states it runs 4-8 weeks.
File the Articles of Termination of a Limited Liability Company (Form SS-4245) with Tennessee Secretary of State, Business Services Division
Filing fee is $20. Online filing is available through the state portal. Mail filings are accepted.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in Tennessee

Start with the member vote. Tenn. Code Ann. Section 48-249-601 dissolves the LLC on the occurrence of events specified in the articles or operating agreement, on the consent of the number or percentage of members the operating agreement requires, or on unanimous written consent where the agreement is silent. Record the vote in a written consent.

For an LLC that has actually transacted business, Tennessee requires a two-step wind-up. First, file a Notice of Dissolution (Form SS-4246) with the Secretary of State, then wind up the LLC's affairs and settle creditor claims, then file Articles of Termination (Form SS-4245) to end the entity's existence. Both forms go through the TNBear portal; the base fee schedule under Tenn. Code Ann. Section 48-249-1007 puts termination at $20. Online filings typically clear in 1 business day. No paid expedite tier exists; TNBear's same-day turnaround is the fastest option.

The decisive tax step is with the Department of Revenue. File final FAE 170 franchise and excise tax returns, pay any outstanding franchise tax ($100 minimum) plus 6.5% excise on Tennessee net earnings for the final period, and close sales and use tax accounts through TNTAP. Tennessee also requires the annual report to be current before termination; the annual report fee is $50 per member with a $300 minimum and a $3,000 ceiling. Finish federally: file a final federal return with the final-return box checked, file IRS Form 966 within 30 days if the LLC elected C-corp treatment, and send the IRS a written EIN closure request.

What a clean Tennessee dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most Tennessee LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$20	Filed with Tennessee Secretary of State, Business Services Division
Outstanding state tax	Varies	Must be fully paid before SoS accepts filing
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How Tennessee compares to other states

At $20, Tennessee's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, Tennessee sits at #14 from cheapest to most expensive.

Filing path matters as much as the fee. Tennessee's online or mail dissolution process gives you flexibility: online for speed, mail as a backup when you need an original signature for another purpose. And the tax clearance requirement puts Tennessee in a narrower group of jurisdictions where the tax agency has the final word before the Secretary of State processes anything.

Requirements at a glance

Tax clearance required State won't accept dissolution until tax agency confirms account is clear

Yes

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://tnbear.tn.gov/ecommerce/default.aspx

Yes

Mail filing Tennessee Secretary of State, Business Services Division, 312 Rosa L. Parks Avenue, Snodgrass Tower 6th Floor, Nashville, TN 37243

Yes

Common pitfalls

The biggest Tennessee-specific trap is skipping the FAE 170 final return. Tennessee's franchise and excise tax runs on every LLC regardless of federal classification, and the Department of Revenue will treat the LLC as still owing the $100 minimum franchise tax every year until a final return clears. Articles of Termination with the Secretary of State do not close the FAE account; only the final FAE 170 does. The DOR's franchise tax minimum is $100 per year, plus 6.5% excise on net earnings, so years of missed final returns pile up fast.

The second trap is the annual report. Tennessee's $50-per-member fee with a $300 minimum means multi-member LLCs owe significant back-filing fees if the report is overdue. The Secretary of State will not accept Articles of Termination for an LLC that is delinquent on the annual report, so back-file any missed years through TNBear before submitting Form SS-4245. A two-member LLC that missed three annual reports has to pay $900 in back-filings ($300 minimum x 3) before the $20 termination goes through.

What happens after the state accepts your filing

Once the Secretary of State accepts Articles of Termination, the LLC is terminated under Tennessee law and the name returns to availability through the standard distinguishability review. Creditor claims survive dissolution under Tenn. Code Ann. Sections 48-249-611 and 48-249-612, which authorize (but do not require) publication of notice to unknown claimants to shorten the claim window. The franchise and excise tax obligation stops accruing only after the Department of Revenue processes the final FAE 170. Keep books, bank records, and tax filings for at least four years because the DOR can audit the franchise and excise tax return within that window.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Tax clearance certificate
Request from Tennessee's tax agency. Must be obtained before the Secretary of State will accept the dissolution filing.
Articles of Termination of a Limited Liability Company (Form SS-4245)
Filed with $20 fee at Tennessee Secretary of State, Business Services Division. Form PDF.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

Tennessee Secretary of State, Business Services Division

Website: sos.tn.gov/business-services
Phone: (615) 741-2286
Email: TNSOS.CORPINFO@tn.gov
Mail: 312 Rosa L. Parks Avenue, Snodgrass Tower 6th Floor, Nashville, TN 37243
Office: 312 Rosa L. Parks Avenue, Snodgrass Tower, Nashville, TN 37243
Hours: 8:00 AM to 4:30 PM Central, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a Tennessee LLC?

Form SS-4245 Articles of Termination costs $20 with the Secretary of State. The real cost is at the Department of Revenue: final FAE 170 with the $100 minimum franchise tax, plus 6.5% excise on Tennessee net earnings for the final period. The annual report is $50 per member with a $300 minimum. Budget for any missed annual reports, because the SoS will not accept termination for a delinquent LLC.
How long does Tennessee LLC dissolution take?

Online filings through TNBear typically process in 1 business day, so Articles of Termination move quickly once submitted. Mail filings to the Nashville office run about 7 business days. No paid expedite tier is offered. The DOR side adds several weeks for final FAE 170 processing before franchise and excise tax stops accruing, so plan on 1 to 2 months for full closure.
Does Tennessee require a tax clearance certificate?

Not a separate certificate from the Department of Revenue, but the LLC must be current on franchise and excise tax before termination is effective. The final FAE 170 serves as the de facto clearance; the Secretary of State coordinates with DOR so an LLC that is not current cannot successfully terminate. File the final FAE 170 with the $100 minimum franchise tax paid in the same window as Form SS-4245.
What vote is needed to dissolve a Tennessee LLC?

Tenn. Code Ann. Section 48-249-601 dissolves the LLC on events specified in the articles or operating agreement, on the consent of the number or percentage of members the agreement requires, or unanimous written consent where the agreement is silent. The operating agreement controls. Document the decision in writing before filing SS-4246 or SS-4245. See the Tennessee LLC formation page for operating agreement context.
What happens if I just stop filing Tennessee returns?

Two things go wrong in parallel. The Secretary of State assesses late penalties on the missed annual report and eventually revokes the LLC's charter, and the Department of Revenue keeps assessing the $100 minimum franchise tax plus penalties every year until a final FAE 170 is filed. A three-year-abandoned Tennessee LLC can easily carry $1,000 or more in stacked fees and back-taxes by the time the owner tries to clean it up.
Do outstanding franchise and excise taxes survive dissolution?

Any unpaid franchise and excise tax for periods before dissolution stays on the books until paid. The Department of Revenue can pursue the members personally for unpaid trust-fund taxes (like withholding or sales tax collected but not remitted), and franchise/excise liabilities can attach to transferred assets within the statutory claim window. File the final FAE 170 and clear the balance; do not walk away with an open DOR account.
Do I need to notify the IRS?

Yes. File a final federal return with the final-return box checked, file IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp tax treatment, and write to the IRS to close the EIN. Tennessee's DOR and the IRS are separate systems; closing one does not close the other. See the IRS close-a-business page for the federal checklist.
How long does LLC dissolution take in Tennessee?

Online filings are processed in about 1 business day through the state portal. Mail filings take about 7 business days once received. Because Tennessee requires tax clearance before the Secretary of State will accept the dissolution filing, add another 4 to 8 weeks on the front end to secure that certificate.
Can I file the Articles of Termination of a Limited Liability Company (Form SS-4245) online?

Yes. Tennessee accepts LLC dissolution filings online through the state portal. Mail is also accepted as an alternative.
Do I need a tax clearance certificate in Tennessee?

Yes. Tennessee requires clearance from the state tax agency before Tennessee Secretary of State, Business Services Division will accept the dissolution filing. File any outstanding returns, pay any outstanding liabilities, and request the clearance certificate. Budget 4 to 8 extra weeks for this step; in some states the review runs longer during tax season.
What vote is required to dissolve a Tennessee LLC?

Tennessee's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The Tennessee Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. Tennessee typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

Tennessee LLC formationOpen the Tennessee LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4245.pdf · verified April 21, 2026
Tennessee SOS Form SS-4245 Articles of Termination of a Limited Liability Company. Filing fee $20. Authority: Tenn. Code Ann. §48-249-1007(a)(5) (filing fee schedule) and §48-249-620 (articles of termination).
Form url: sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4245.pdf · verified April 21, 2026
Official Tennessee SS-4245 Articles of Termination PDF. Filed after completion of winding up under Tenn. Code Ann. §§48-249-617 through -619. An LLC that has commenced business must first file a Notice of Dissolution (SS-4246) before winding up.
Expedited: sos.tn.gov/businesses/faqs · verified April 21, 2026
Tennessee Secretary of State does not offer paid expedited processing for Articles of Termination. Online filings through TNBear typically complete within 1 business day, serving as the de facto expedited pathway. Recorded as offered: false.
Tax clearance required: www.tn.gov/revenue/taxes/franchise---excise-tax/closing-a-business.htm… · verified April 21, 2026
Tennessee Department of Revenue requires LLCs subject to franchise and excise tax to be current before termination. The LLC must file a final FAE 170 franchise and excise tax return and pay any balance. In practice, TN SoS accepts Articles of Termination once the entity has satisfied its F&E obligations; Form SS-4246 Notice of Dissolution is filed first if the LLC has commenced business. Recorded as taxClearanceRequired: true because franchise and excise tax must be brought current before termination is effective.
Member vote standard: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-601 provides that an LLC is dissolved on the occurrence of specified events including the consent of the number or percentage of members required by the articles or operating agreement, and in the absence of a threshold, the unanimous written consent of all members. Recorded as 'per operating agreement'.
Public notice required: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §§48-249-611 and 48-249-612 authorize (but do not require) publication of notice to unknown creditors in a newspaper of general circulation. No mandatory publication to effect dissolution.
Name becomes available after: sos.tn.gov/business-services · verified April 21, 2026
Tennessee does not publish a specific waiting period for name reuse after LLC termination. Field set to null.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS canonical Closing a Business reference.

Legal Disclaimer: FreeNetLaw provides general legal information, not legal advice. The information on this site is not a substitute for consultation with a licensed attorney. Laws vary by jurisdiction and change frequently. Always verify information with official sources and consult a qualified attorney for advice about your specific situation.

How to dissolve a Tennessee LLC