Dissolving a Tennessee LLC — Process & Requirements

To permanently close your Tennessee LLC, file Articles of Dissolution (Form SS-4244) with the Secretary of State. Without formal dissolution, you owe $600/year minimum (Annual Report + F&E tax) indefinitely. For all compliance, see our after-formation guide. For formation, see how to form a Tennessee LLC.

Before Filing

1. Member approval per operating agreement
2. Settle all debts
3. File final F&E tax return (Form FAE 170, mark "final")
4. File final federal return
5. Cancel business licenses and sales tax registration
6. Distribute remaining assets
7. Close bank accounts

How to File

File Articles of Dissolution (Form SS-4244) with Tennessee Secretary of State:

• Online at sos.tn.gov or by mail
• Fee applies

The $600/Year Argument for Dissolution

If you're not using your Tennessee LLC, dissolve it. Unlike Colorado ($25/year) or Indiana ($16/year effective), Tennessee charges $600/year minimum to maintain a dormant LLC. Over 5 years of dormancy, that's $3,000 in costs for an unused entity.

FAQ

What if I just stop filing?

You'll accumulate $300/year in missed Annual Reports + $300/year in unpaid F&E tax + penalties. Eventually, the state will dissolve administratively. Voluntary dissolution is cleaner and cheaper.

Can a dissolved LLC be sued?

Yes, for pre-dissolution activities.