TENNESSEE

Business InfoWebsite with links to business services
Department of Revenuewebsite
Phone: 615-253-0700
Secretary of Statewebsite | Forms
Phone: 615-741-2286
Business Searchwebsite | Forms
Annual Report
File Annual Report
File online: website

Fee:
$300 for up to six members, $50 of each additional member over six; max fee $3,000
Dissolve LLCInfo | Steps

Franchise & Excise (Close / Dissolve Business)
1. Must obtain a certificate of tax clearance from the Department of Revenue. Call Department of Revenue.

2. To obtain a certificate of tax clearance, a business must file all returns to date and make all required payments, penalties and fees. The certificate will be mailed to the taxpayer’s listed mailing address.  

2a. When you file FINAL return, their system will auto check that all fees are paid and will auto generate tax clearance letter.

3. To complete the remainder of the termination or withdrawal process with the state, taxpayers should contact the Tennessee Secretary of State’s Office for their requirements.  
Dissolve LLC that has been Administratively TerminatedWhile company does not have to be reinstated, it does need to be dissolved correctly. Otherwise, company remains active and incurring fees with TN Department of Revenue.

1. TN Department of Revenue:
a. File [2023] Franchise & Excise Tax Return (FAE 170) and Mark Final.
b. After [2023] return has been processed, Dept of Revenue will send Tax Clearance Certificate to Secretary of State. You can call Secretary of State to see if they have received tax clearance certificate. Note: Secretary of State will not dissolve company without this certificate.

2. TN Secretary of State:
a. File Form 4243 – Articles of Termination Following Administrative Dissolution (Fee
$100)

b. File Form 4521 – Written Consent to Termination LLC (Fee $0)
c. You can file forms online – website
Tax ReturnFranchise / Excise Tax Return
1. Must file even if no activity.
2. Minimum Fee $100
3. If NO activity, can file online with Dept of Revenue (Minimum F&E Tax)
4. If activity, must file form FAE-170