How to Dissolve an LLC in Tennessee: Steps & Cost (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You dissolve a Tennessee LLC by approving the dissolution, winding up the business, settling franchise and excise tax with the Department of Revenue, and filing Articles of Termination (Form SS-4245) with the Secretary of State for a $20 fee. File a final Form FAE 170 and close your federal and local accounts so obligations stop accruing.

Quick Answer

Form: Form SS-4245, Articles of Termination
Fee: $20 to the Secretary of State (2026)
Optional first step: Form SS-4246, Notice of Dissolution ($20)
Tax step: Final franchise & excise return (Form FAE 170)
Agency: Secretary of State + Department of Revenue
Reinstatement: Form SS-9410, $70 (if administratively dissolved)

When and Why to Dissolve a Tennessee LLC

Dissolving a Tennessee LLC is the formal way to end the company's legal existence so that fees and taxes stop accruing. Owners dissolve when the business has stopped operating, the members agree to close, a court orders it, or an event in the operating agreement triggers wind-up. The key point: an inactive LLC is not a closed LLC. Until you file Articles of Termination, the LLC remains on the Secretary of State's records, the annual report keeps coming due, and the $100 minimum franchise tax can keep applying. This guide covers a voluntary dissolution; for the national version, see how to dissolve an LLC.

What You'll Need Before You Start

Before you begin the Tennessee dissolution, gather the items that the wind-up and filings require:

The operating agreement (to confirm the vote or consent needed to dissolve).
A record of the member vote or written consent approving dissolution.
A list of the LLC's creditors, debts, and remaining assets.
Access to the Department of Revenue's TNTAP portal for the final tax filings.
Your LLC's Secretary of State control number and current registered agent details.
Payment for the $20 Articles of Termination fee.

How to Dissolve a Tennessee LLC, Step by Step

Dissolving a Tennessee LLC is a five-step process. Each step below maps to a requirement of the Tennessee Revised Limited Liability Company Act or a tax rule.

Approve the dissolution. Follow your operating agreement, or the default rule in Tenn. Code section 48-249-601, to obtain member approval to dissolve. Record the vote or unanimous written consent in your company records.
Wind up the business. Stop taking on new business, collect and liquidate assets, notify and pay creditors or make provision for them, and distribute any remaining assets to members according to the operating agreement. Winding up must be complete before or alongside termination.
Settle Tennessee taxes. File a final franchise and excise tax return (Form FAE 170) marked final, pay any balance, and close your business tax and sales tax accounts with the Department of Revenue through TNTAP.
File Articles of Termination (Form SS-4245). Submit Form SS-4245 to the Tennessee Secretary of State and pay the $20 fee. This ends the LLC's existence. LLCs that want to formally start the wind-up period first can file Form SS-4246, Notice of Dissolution ($20), before terminating.
Close federal and local accounts. File your final federal return, send the IRS a letter to close the business account tied to your EIN, and cancel local business licenses and permits.

Tennessee Dissolution Fees (2026)

The state cost to dissolve a Tennessee LLC is modest, but you must also clear any tax balance. The table below lists the filings, each verified against the Secretary of State fee schedule (Tenn. Code section 48-249-1007). Amounts are effective for 2026.

Filing	Form	Fee (2026)	Agency
Articles of Termination	SS-4245	$20	Secretary of State
Notice of Dissolution (optional)	SS-4246	$20	Secretary of State
Final franchise & excise return	FAE 170	Tax due (min $100 franchise)	Department of Revenue
Reinstatement (if already dissolved)	SS-9410	$70	Secretary of State

Settling Franchise and Excise Tax at Close

Settling franchise and excise tax is the step owners most often overlook when closing a Tennessee LLC. Because the LLC owes franchise tax of 0.25% of net worth - with a $100 minimum - for as long as it is registered, you must file a final Form FAE 170 covering the short period through the termination date and pay any balance. Excise tax of 6.5% of net earnings applies to that final period as well. Filing the return marked final and closing your tax accounts through TNTAP stops the clock. If you skip this and simply let the LLC lapse, the tax exposure can continue even after administrative dissolution. See Tennessee annual report and taxes for how these filings work.

Voluntary Termination vs. Administrative Dissolution

Tennessee ends an LLC's existence in two very different ways, and the distinction matters. A voluntary termination is the deliberate close you control: the members approve dissolution, you wind up the business, settle taxes, and file Articles of Termination (Form SS-4245) for $20. An administrative dissolution is imposed by the Secretary of State when an LLC falls out of compliance - most commonly by failing to file its annual report or maintain a registered agent. Administrative dissolution is not a clean exit: the entity is removed from active status, but underlying tax accounts and the minimum franchise tax can keep running until you formally close them, and the company loses its good standing in the meantime. Choosing voluntary termination lets you time the close, control the wind-up, and stop obligations decisively rather than leaving loose ends the state resolves for you.

Notifying Creditors and Distributing Assets

Winding up a Tennessee LLC centers on creditors and members, in that order. During the wind-up period the LLC must apply its assets first to discharge or make provision for its debts, obligations, and liabilities - including taxes - before anything is distributed to members. Only after creditors are paid or provided for do the members receive any remaining assets, distributed according to the operating agreement or, absent one, the default rules of the Tennessee Revised Limited Liability Company Act. Handling this order correctly protects members: distributing assets to owners while known debts remain unpaid can expose those distributions to creditor claims. Keep clear records of what was collected, what was paid, and what was distributed, because these records support the final tax filings and answer any later questions about the wind-up.

After You File: What Termination Does

Once the Secretary of State accepts your Articles of Termination, the LLC's existence ends and it is removed from active status. Termination does not erase liabilities that arose before closing - a terminated LLC can still be pursued for pre-existing claims during the wind-up period, and members may need to address claims from remaining assets. Keep copies of the filed Articles of Termination, the final tax returns, and the wind-up records. You should also retain business records for the period your federal and state tax authorities can audit. Cancel any remaining registered agent service so you are not billed for a company that no longer exists.

Timing the termination well saves money. Because the LLC owes the annual report fee and the $100 minimum franchise tax for each year it remains registered, closing before the next annual report due date - the first day of the fourth month after your fiscal year end - avoids another $300 report and another minimum tax cycle. If you have already stopped operating, do not wait: every year the entity lingers on the Secretary of State's records adds another round of fees and another chance to be administratively dissolved. Aligning the final wind-up, the final Form FAE 170, and the Articles of Termination in the same window is the cleanest and cheapest way to close.

Penalties for Not Dissolving Properly

Not dissolving a Tennessee LLC properly leaves obligations running. If you stop filing annual reports without terminating, the Secretary of State can administratively dissolve the LLC, but that is not the same as a clean voluntary termination - tax obligations and the minimum franchise tax can continue, and the company stays exposed to compliance problems. To restore an administratively dissolved LLC, you file an Application for Reinstatement (Form SS-9410) for $70, file the delinquent annual reports and fees, and obtain a tax clearance from the Department of Revenue. Filing Articles of Termination the right way avoids these costs and ends the LLC decisively.

How to Cancel or Revoke a Dissolution

If your members change their minds after starting the process, a Tennessee LLC can generally revoke a voluntary dissolution during the wind-up period, before termination is final, by member action consistent with the operating agreement and the LLC Act. Once Articles of Termination are filed and accepted, however, the entity is ended and coming back means either forming a new LLC or, where eligible, seeking reinstatement. Confirm your position before you file - termination is meant to be final.

Frequently Asked Questions

What form dissolves a Tennessee LLC?

Form SS-4245, Articles of Termination, filed with the Secretary of State to end the LLC's existence. The fee is $20. Some LLCs first file Form SS-4246, Notice of Dissolution, also $20.

How much does it cost to dissolve an LLC in Tennessee?

The Articles of Termination (Form SS-4245) fee is $20. A Notice of Dissolution (Form SS-4246) is another $20 if you file one. You must also pay any outstanding franchise and excise tax.

Do I need a tax clearance to dissolve a Tennessee LLC?

A voluntary termination does not require a tax clearance, but you must file a final franchise and excise return and pay any balance. A tax clearance is required to reinstate an administratively dissolved LLC.

What happens if I just stop filing for my Tennessee LLC?

The Secretary of State can administratively dissolve it, but tax obligations and the $100 minimum franchise tax can keep accruing. Filing Articles of Termination is the clean way to end liability.

Can I reinstate a dissolved Tennessee LLC?

Yes. An administratively dissolved LLC can file an Application for Reinstatement (Form SS-9410) for $70, file delinquent annual reports and fees, and obtain a tax clearance from the Department of Revenue.

Sources

Tennessee Secretary of State - Form SS-4245, Articles of Termination (PDF, $20).
Tennessee Code - § 48-249-1007, Filing, service and copying fees.
Tennessee Code - Chapter 249, Part 6, Dissolution.
Tennessee Secretary of State - Division of Business Services.
Tennessee Secretary of State - Form SS-9410, Application for Reinstatement (PDF, $70).
Tennessee Department of Revenue - Franchise & Excise Tax (0.25% net worth, $100 minimum; 6.5% excise).
Tennessee Department of Revenue - F&E-5, Due Date for Form FAE 170.
IRS - Closing a Business (final return, closing the EIN account).
IRS - Canceling an EIN - Closing Your Account.
Legal Information Institute - Dissolution (definition).
Legal Information Institute - 26 CFR § 301.7701-3, Entity classification election.
Tennessee Department of Revenue - FT-13, Property Measure Repeal (net-worth-only franchise base).
IRS - Get an Employer Identification Number (EIN reference).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Tennessee Secretary of State and Tennessee Department of Revenue before acting.