Tennessee vs Vermont LLC: fees, taxes, and which to pick
Data last updated: Apr 21, 2026Tennessee charges $300 to form an LLC; Vermont charges $155. Day-one sticker price is only part of the story, since most of the real cost comes from the annual obligations that stack up each year you keep the LLC open.
Over a rolling three-year window, Vermont runs about $1,210 less in total state fees than Tennessee. Whether that gap matters depends on whether you actually operate in one of these states or are weighing a non-resident filing.
Tennessee imposes an entity-level annual tax on every LLC ($100 minimum). Vermont does not. For pass-through LLCs that would otherwise owe nothing at the state level, that minimum is the deciding line.
On speed, Tennessee typically clears standard online filings faster than Vermont. Both states offer expedited tiers at an additional cost for filers on tight timelines.
For most small operators the choice is not really between these two states at all. It is between forming where the business actually operates and trying to route through a non-resident filing. The data below shows what each option actually costs.
Key differences at a glance
- Vermont costs $145 less to form ($155 vs $300).
- Vermont is $355 per year cheaper to maintain ($145 vs $500).
- Tennessee has no state individual income tax; pass-through LLC income flows to members without a state layer. The other state does tax at the member level.
- Tennessee imposes an entity-level franchise or LLC tax that applies to pass-through LLCs. Vermont does not.
Where each state fits
For most filers, forming in the state you actually operate from is the right call. The side-by-side below shows where the two states meaningfully diverge.
What each state offers that the other does not
Only Tennessee
- No state income tax
Only Vermont
- No entity-level franchise or LLC tax
Both states
- Online filing
- No publication requirement
- Operating agreement not statutorily required
Three-year cost, side by side
Rough estimate of the state-facing cost to form and keep an LLC through three years. Both totals include a $100 per year registered-agent estimate.
Running total includes the one-time filing fee and annual ongoing costs (report fee or franchise tax plus a $100/year registered agent estimate).
What it costs under your specific situation
The table below runs the same LLC through four common scenarios. "Non-resident" rows assume a typical home-state foreign LLC registration adds about $200 per year of stacked cost; the real number depends on which state you live in and ranges from $50 to over $800 depending on jurisdiction.
| Scenario | Year 1 | Each year after | 3-year total |
|---|---|---|---|
| You live in Tennessee, business operates there No foreign LLC registration needed. You pay Tennessee fees only. | $800 | $500 | $1,800 |
| You live in Vermont, business operates there No foreign LLC registration needed. You pay Vermont fees only. | $300 | $145 | $590 |
| Non-resident forming in Tennessee with operations elsewhere You pay Tennessee's fees plus a typical home-state foreign LLC registration of about $200 per year. | $1,000 | $700 | $2,400 |
| Non-resident forming in Vermont with operations elsewhere You pay Vermont's fees plus a typical home-state foreign LLC registration of about $200 per year. | $500 | $345 | $1,190 |
Tennessee vs Vermont: full comparison
| Dimension | Tennessee | Vermont |
|---|---|---|
| Online filing Can you file the formation document online? | Yes | Yes |
| Online approval time Standard, non-expedited | 1 business day | 3 business days |
| Expedited option Neither state offers paid expedite | Not offered | Not offered |
| Annual report Required in addition to tax | Required, $300 | Required, $45 |
| State-imposed annual tax Franchise, privilege, or LLC tax minimum | $100 minimum | None |
| State income tax On pass-through LLC income at member level | No | Yes |
| Publication requirement Newspaper publication after formation | No | No |
| Operating agreement Required by state statute | Recommended, not required | Recommended, not required |
| Foreign LLC fee Cost to register as a foreign LLC in this state | $300 | $155 |
| State sales tax General statewide rate | 7.0% | 6.0% |
Taxes in Tennessee and Vermont
How each state handles entity-level tax on LLCs. Pass-through classification means member-level income tax also applies at each member's residence state.
Tennessee tax
$100 minimum annual tax (net-worth basis). No state income tax. Corporate rate 6.5%.
Vermont tax
No entity-level franchise tax on LLCs. State income tax applies to member-level pass-through income. Corporate rate 8.5%.
Ongoing compliance
The recurring filings each state requires after formation.
Tennessee
Annual report $300, due on your anniversary month. Registered agent required in Tennessee.
Vermont
Annual report $45, due on your anniversary month. Registered agent required in Vermont.
Formation process, side by side
What actually happens from the moment you start filing to the moment you're in good standing. Use this as a checklist.
Tennessee
- Check business-name availability on the Tennessee entity search.
- Appoint a registered agent with a physical Tennessee street address.
- File Articles of Organization – Limited Liability Company (Form SS-4270) for $300.
- Wait for approval. Online typically 1 business days. No paid expedite offered.
- Adopt an operating agreement (recommended, not required by Tennessee statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $300 when it comes due.
Vermont
- Check business-name availability on the Vermont entity search.
- Appoint a registered agent with a physical Vermont street address.
- File Articles of Organization for $155.
- Wait for approval. Online typically 3 business days. No paid expedite offered.
- Adopt an operating agreement (recommended, not required by Vermont statute).
- Apply for a federal EIN (free from the IRS).
- Open a business bank account to separate personal and business finances.
- File your first annual report and pay $45 when it comes due.
Before you pick either state
A few things that apply no matter which state you choose. These trip up enough first-time filers that they're worth stating explicitly.
Registered agent is non-negotiable. Both Tennessee and Vermont (and every other US state) require every LLC to designate a registered agent with a physical street address in the state of formation. You can serve as your own agent if you live in the state; otherwise a commercial agent runs $50 to $125 per year. Using your own home address makes it part of the public record.
Forming elsewhere does not escape your home state's tax. If you live and operate a business from your home state, forming the LLC in Tennessee or Vermont does not avoid your home state's income tax. The moment you transact business at home, your home state requires a foreign LLC registration, and state tax liability follows your residence regardless of where the entity sits on paper.
EIN applications are free. The IRS issues Employer Identification Numbers directly at no cost. Any service charging you to "get your EIN" is reselling a free form submission. Single-member LLCs with no employees technically don't need one for federal tax, but nearly every bank requires an EIN to open a business account.
Operating agreement matters more than the state you pick. A well-drafted operating agreement governs member ownership, management, profit splits, buy-sell terms, and dissolution. Without one, your LLC runs on the state's default rules, which are rarely what you want. California, Maine, Missouri, and New York require a written one by statute; every other state treats it as strongly recommended.
Agency contacts
Tennessee Secretary of State, Business Services Division
- Website
- sos.tn.gov/business-services
- Phone
- (615) 741-2286
- TNSOS.CORPINFO@tn.gov
- 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
Vermont Secretary of State, Corporations Division
- Website
- sos.vermont.gov/corporations
- Phone
- (802) 828-2386
- SOS.CorporationsSupport@vermont.gov
- Vermont Secretary of State, Corporations Division, 128 State Street, Montpelier, VT 05633-1104
- Office
- 128 State Street, Montpelier, VT 05633-1104
- Hours
- 7:45 AM to 4:30 PM Eastern, Monday to Friday
Tennessee Department of Revenue
- Website
- www.tn.gov/revenue.html
- Phone
- (615) 253-0600
- 500 Deaderick Street, Nashville, TN 37242
- Hours
- 8:00 AM to 4:30 PM Central, Monday to Friday
Vermont Department of Taxes
- Website
- tax.vermont.gov
- Phone
- (802) 828-2505
- tax.business@vermont.gov
- Vermont Department of Taxes, 133 State Street, 1st Floor, Montpelier, VT 05633-1401
- Office
- 133 State Street, Montpelier, VT 05633-1401
- Hours
- 7:45 AM to 4:30 PM Eastern, Monday to Friday
Frequently Asked Questions
-
Is it cheaper to form an LLC in Tennessee or Vermont?
Vermont is cheaper at formation ($155) than Tennessee ($300). Ongoing costs are also different: $145 vs $500 per year. Total over three years: $590 vs $1,800.
-
Can I form an LLC in Tennessee if I live in Vermont?
Yes, but your Vermont business will almost certainly need to register as a foreign LLC in Vermont too, which means paying Vermont's foreign registration fee and any ongoing Vermont obligations on top of the Tennessee ones. The "form elsewhere to save" math usually doesn't work for operating businesses; it only works when you have no physical operations tied to any specific state.
-
How long does it take to form an LLC in Tennessee vs Vermont?
Tennessee online: 1 business day; Vermont online: 3 business days. Tennessee does not offer paid expedite. Vermont does not offer paid expedite.
-
Which state has lower taxes for an LLC, Tennessee or Vermont?
Tennessee: no state income tax, plus a $100 minimum entity-level tax. Vermont: state income tax applies to member-level pass-through income, no entity-level franchise or LLC tax.
-
Do both states require a registered agent?
Yes. Every US state (and DC) requires every LLC to maintain a registered agent with a physical street address in the state. Tennessee and Vermont both have this requirement. You can serve as your own agent if you live in the state; most out-of-state filers use a commercial agent for $50 to $125 per year.
-
Which state should I pick if I run an online business from home?
Form in the state you actually live in. Your home state's Department of Revenue treats your residence as nexus regardless of where the LLC is filed, which means you owe state income tax there anyway. Forming in Tennessee or Vermont to escape your home state's tax doesn't work; it adds paperwork. The non-resident filings make sense when you genuinely operate nowhere in particular: international founders, purely passive holding entities, or real-estate LLCs owning property in other states.
Full state guides
More Tennessee and Vermont comparisons
More Tennessee vs ...
Sources
- Filing fee: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-1007(a)(1): Initial filing fee = $50 × number of members, minimum $300, maximum $3,000. The default reported value is the $300 statutory minimum (applies to LLCs with 1-6 members). Justia mirror used because sos.tn.gov PDFs and some tn.gov pages returned 403/timeouts; language matches the SOS Form SS-4270 fee instructions. - Filing fee: sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4270%20LLC_0.pdf · verified April 21, 2026
Tennessee SOS Form SS-4270 (Rev. 01/25) Articles of Organization instructions confirm $50/member with $300 minimum, $3,000 maximum. If the articles prohibit the LLC from doing business in Tennessee, the flat fee is $300 regardless of member count. - Expedited filing: sos.tn.gov/businesses/faqs · verified April 21, 2026
Tennessee Secretary of State does not offer paid expedited processing for LLC Articles of Organization. Online filings through TNBear/TNCaB typically complete within 1 business day, which serves as the de facto expedited pathway. Recorded as 'offered: false'. - Annual report fee: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-1007(a)(2): Annual filing fee = $50 × number of members as of the annual report date, minimum $300, maximum $3,000. Due the first day of the fourth month after fiscal year close. Reported value is the $300 statutory minimum. - Franchise tax: www.tn.gov/revenue/taxes/franchise---excise-tax.html · verified April 21, 2026
Tennessee Department of Revenue Franchise & Excise Tax page. LLCs are subject to both taxes. Franchise tax: 0.25% of Tennessee apportioned net worth with $100 minimum (property-measure alternative repealed by Public Chapter 950, effective tax years ending on/after Jan. 1, 2024). Excise tax: 6.5% of Tennessee-sourced net earnings. Tenn. Code Ann. §67-4-2007 (excise), §67-4-2105 (franchise). - Operating agreement requirement: law.justia.com/codes/tennessee/title-48/limited-liability-companies/ch… · verified April 21, 2026
Tenn. Code Ann. §48-249-203: An operating agreement need not be in writing (except as articles or a prior operating agreement provision require). Tennessee law permits but does not require adoption of a written operating agreement. - Foreign LLC registration fee: sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4233%20COA%20LLC.pd… · verified April 21, 2026
Tennessee SOS Form SS-4233 Application for Certificate of Authority (Foreign LLC). Fee = $50 × number of members, minimum $300, maximum $3,000 (same statutory formula as domestic filing fee). Recorded $300 minimum. - Publication requirement: sos.tn.gov/businesses/faqs · verified April 21, 2026
Tennessee does not require newspaper publication of LLC formation. Confirmed by absence of such requirement in Tenn. Code Ann. §48-249-202 (Articles of organization) and SOS FAQ. - Business name search: tnbear.tn.gov/Ecommerce/NameAvailability.aspx · verified April 21, 2026
Tennessee Business Information Search (TNBear). Use before filing Articles of Organization to confirm name availability. - Sales tax rate: www.tn.gov/revenue/taxes/sales-and-use-tax.html · verified April 21, 2026
Tennessee Department of Revenue: statewide sales and use tax rate is 7% (general rate); 4% state rate on food and food ingredients. Local option adds up to 2.75%, for combined rates up to 9.75%. - Corporate income tax rate: www.tn.gov/revenue/taxes/franchise---excise-tax.html · verified April 21, 2026
Tennessee excise tax rate is 6.5% of Tennessee-sourced net earnings. Reported here as the state's functional corporate income tax rate; applies to C-corps, LLCs taxed as corporations, and (for entity-level excise only) to default-classified LLCs. - Filing fee: legislature.vermont.gov/statutes/section/11/025/04012 · verified April 21, 2026
11 V.S.A. §4012(a)(1): Articles of organization filing fee is $155.00. The fee was raised from $125 to $155 by 2023 Act 77 §37, effective June 20, 2023. Domestic LLC formation is filed through the Vermont Business Services Division online portal or by paper delivered to the Secretary of State. - Expedited filing: sos.vermont.gov/corporations/ · verified April 21, 2026
Vermont does not publish a formal expedited service tier for LLC filings. Online submissions through bizfilings.vermont.gov are generally processed within a few business days. The Secretary of State's Corporations Division has not promulgated fee rules for 24-hour or same-day expedited service comparable to Maine or Delaware. Recorded as not offered. - Annual report fee: legislature.vermont.gov/statutes/section/11/025/04012 · verified April 21, 2026
11 V.S.A. §4012(a)(15): Annual report of a domestic limited liability company fee is $45.00 (raised from $35 by 2023 Act 77 §37, effective June 20, 2023). §4012(a)(16): Annual report of a foreign LLC is $170.00. Report due date is set by 11 V.S.A. §4033(c): within three months after expiration of the company's fiscal year. - Foreign LLC registration fee: legislature.vermont.gov/statutes/section/11/025/04012 · verified April 21, 2026
11 V.S.A. §4012(a)(2): Application for certificate of authority (foreign LLC registration) filing fee is $155.00, raised from $125 by 2023 Act 77 §37. Same fee as domestic formation. - Operating agreement requirement: legislature.vermont.gov/statutes/section/11/025/04003 · verified April 21, 2026
11 V.S.A. §4003 governs the effect of the operating agreement. The operating agreement regulates the affairs of the LLC and may be stored or depicted in any tangible or electronic medium per §4001(20). Vermont statute does not require LLCs to adopt a written operating agreement; default chapter rules apply when no operating agreement exists. - Publication requirement: legislature.vermont.gov/statutes/chapter/11/025 · verified April 21, 2026
11 V.S.A. Chapter 25 (Vermont Limited Liability Company Act) contains no newspaper publication requirement for LLC formation. Not required. - Corporate income tax rate: tax.vermont.gov/business/corporate-income-tax · verified April 21, 2026
Vermont Department of Taxes Corporate Income Tax: graduated rate of 6.00% on the first $10,000 of Vermont net income; 7.00% on the next bracket to $25,000; 8.50% on income above $25,000. Top marginal corporate rate is 8.5%. Applies to C-corporations and to LLCs that elect C-corp treatment. - Sales tax rate: tax.vermont.gov/business/sales-and-use-tax · verified April 21, 2026
Vermont Department of Taxes Sales and Use Tax: statewide sales tax rate is 6.0% on retail sales of tangible personal property unless exempted. Local option sales tax of 1% applies in select municipalities but is not included in the statewide rate. Meals and rooms tax and alcoholic beverages tax are separate. - Franchise tax: tax.vermont.gov/business/corporate-income-tax · verified April 21, 2026
Vermont does not impose a franchise tax on LLCs. A $250 corporate minimum tax applies under 32 V.S.A. §5832 to C-corporations (and to LLCs that elect C-corp tax treatment), not to pass-through LLCs. Recorded as applies: false with nuance in taxes.notes. - Business name search: bizfilings.vermont.gov/online/BusinessInquire · verified April 21, 2026
Vermont Business Services Division business inquiry portal. Use to confirm name availability before filing Articles of Organization. - Online filing portal: bizfilings.vermont.gov/online/Account · verified April 21, 2026
Vermont Business Services Division online filing portal (Corporations Online Filing System, COFS). Most filings can be completed online with credit card payment. Paper filings accepted at 128 State Street, Montpelier. Typical online approval is 1 to 3 business days.