How to Dissolve a Tennessee LLC
How do you dissolve a Tennessee LLC?
The forms and process to dissolve/terminate your Tennessee LLC are different depending on the situation. The LLC dissolution and termination forms are in your online account when you sign up for registered agent service and are available on the DBS website. You are not required to use the Division of Business Services’ dissolution and termination forms; you may choose to draft your own articles of dissolution or termination.
If your LLC has not accepted contributions:
Form SS-4244, Articles of Termination by the Organizers is to terminate a Tennessee LLC that has not yet accepted contributions. This type of termination does not require that you file a Notice of Dissolution.
If your LLC has accepted contributions:
The first step in terminating a Tennessee LLC is to file Form SS-4246, Notice of Dissolution (Limited Liability Company) with the Department of State, Division of Business Services (DBS).
After you file notice of dissolution and wind up your business, you will have to file the appropriate Articles of Termination.
Form SS-4245, Articles of Termination is for terminating a Tennessee LLC that has accepted contributions.
Form 4243, Articles of Termination Following Administrative Dissolution is for LLCs that have been administratively dissolved by DBS. After dissolution, your Tennessee LLC still exists. If you do not wish to reinstate, then you file Articles of Termination.
You can submit your original articles to DBS by mail or in person. Include a check, cashier’s check, money order, etc., payable to the “Tennessee Secretary of State” for filing fees.
Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243
Tennessee Limited Liability Company Dissolution FAQ
Is there a filing fee to dissolve or cancel a Tennessee LLC?
The filing fees to dissolve a Tennessee LLC are as follows:
Notice of Dissolution: $20
Articles of Termination: $20
Articles of Termination by Organizers: $20
Articles of Termination Following Administrative Dissolution: $100
Your Tennessee registered agent may be able to help you with the dissolution process
Do you need a Tennessee Department of Revenue clearance before the Division of Business Services will accept your dissolution and termination?
All for-profit companies in Tennessee require a tax clearance letter to dissolve and terminate. You must make an account with the Department of Revenue to get this letter.
How long does it take the state to process the filing?
If you mail your LLC or corporation dissolution documents, they are processed in 3-5 business days. If you deliver documents in person DBS will process them while you wait. Tennessee DBS does not offer expedited processing.
How long before someone can take your business name?
A Tennessee LLC will lose its name protection immediately upon filing the articles of termination. A Tennessee LLC that has been administratively dissolved also automatically loses its name.
Can I revoke the dissolution?
You can revoke dissolution any time before you have filed the Articles of Termination. You just file Articles of Revocation of Dissolution. There is a $20 filing fee.
What is the penalty if you do not dissolve properly and just don’t file your annual reports?
Tennessee requires that domestic LLCs file an annual report. If you don’t file your annual report on the due date, DBS will send a notice to the business, warning it that it could be revoked.
After it is served with notice that DBS has grounds for revocation, the LLC has two months to file the report. If your company does not file the annual report, it is administratively revoked by the Division of Business Services.
What are the late fees and penalties to re-register if your registration is terminated?
If your Tennessee LLC is involuntarily terminated, you must file Form 4240, Application for Reinstatement Following Administrative Dissolution/Revocation (LLC) in order to continue the LLC. The filing fee for the application is $70.
You will also have to file any past due annual reports and pay the fees. The Tennessee LLC annual report fee is $50 per member and there is a $300 minimum fee.