Single-Member LLC in Tennessee: Costs & Tax (2026)
A Tennessee single-member LLC is formed by filing Articles of Organization with the Tennessee Secretary of State. Federally the IRS treats it as a disregarded entity. The cost that sets Tennessee apart is the annual report fee: a $300 minimum, rising $50 per member above six, capped at $3,000.
Quick Answer
- Formed with
- Tennessee Secretary of State (TNCaB business filing portal)
- Annual report fee
- $300 minimum, up to a $3,000 maximum
- Per-member increment
- +$50 per member for every member over 6
- Federal tax status
- Disregarded entity by default (IRS)
- State entity tax
- Franchise and excise tax administered by the Department of Revenue
- Personal income tax
- Tennessee has no general tax on wage or business income of individuals
What It Is
A Tennessee single-member LLC is an ordinary limited liability company with one owner. Tennessee offers no separate filing type for solo owners: you file the same Articles of Organization with the Tennessee Secretary of State that a multi-member company files, through the state's TNCaB business filing portal. The resulting entity is legally distinct from its owner, which is the point - it is what separates business liabilities from personal assets.
Formation itself is straightforward; the part worth planning for is Tennessee's unusually structured fee system, which is driven by member count rather than a flat amount. See how to form an LLC in Tennessee for the mechanics.
The $300 Annual Report Minimum
Tennessee's defining cost is the annual report fee. The Secretary of State states it plainly: the annual report fee for LLCs is a $300 minimum up to a $3,000 maximum, and it increases by an additional $50 per member for every member over six members. A single-member LLC pays the $300 floor.
That floor is the number to plan around. Many states charge a flat annual fee in the tens of dollars; Tennessee's minimum is an order of magnitude higher, and it does not shrink because the company is dormant or unprofitable. The Secretary of State also lists paying the wrong amount as one of the most common reasons an annual report is rejected, so confirm the figure each year rather than reusing a stale invoice. Deadlines and mechanics are covered in Tennessee annual report.
| Members | Annual report fee |
|---|---|
| 1 (single-member LLC) | $300 (minimum) |
| 2-6 | $300 (minimum) |
| 7 | $350 |
| 10 | $500 |
| 60 or more | $3,000 (maximum) |
Federal Tax Treatment
The IRS treats a domestic single-member LLC as a disregarded entity unless the owner elects otherwise. Business income and expenses flow onto Schedule C of the owner's Form 1040, and the owner pays self-employment tax on the net profit through Schedule SE. There is no separate federal income tax return for the LLC in the default case.
Disregarded status has limits. The IRS treats the LLC as a separate entity for employment taxes and certain excise taxes, so an LLC with employees needs its own EIN and files payroll returns under the company's name and number. Elections on Form 8832 (corporation) or Form 2553 (S corporation) can change the income tax picture - see S-corp vs LLC.
Tennessee State Taxes
Tennessee does not impose a general individual income tax on wages or business profit, which is often the reason owners look at the state. That does not mean a Tennessee LLC is untaxed. Two state taxes matter most.
Franchise and excise tax is administered by the Tennessee Department of Revenue and applies to LLCs unless a statutory exemption applies. It is an entity-level tax, separate from anything the Secretary of State collects. Business tax is a separate gross-receipts-based tax administered by the same department, with license requirements that vary by receipts and activity. Because both regimes have been amended in recent sessions, verify your entity's obligations and the current measures directly with the Department of Revenue. Our Tennessee LLC tax filing page covers the filing calendar.
Registered Agent and Address
Tennessee requires every LLC to maintain a registered agent with a physical Tennessee street address; the Secretary of State's guidance is explicit that a registered office cannot be a post office box, route number, or box number alone. The agent receives service of process and official notices. You can serve as your own agent if you have a qualifying in-state address, but doing so puts your address on the public record and requires you to be available during business hours. See Tennessee registered agent.
The Operating Agreement
Tennessee does not file operating agreements, and a one-member company has no partner to negotiate with - which is exactly why owners skip the document and why they should not. For a solo owner the agreement does four jobs: it evidences that the LLC is separately governed, which is the core question in a veil-piercing claim; it states who may bind the company, which banks and landlords ask about; it addresses succession on death or incapacity; and it records capital contributions and distributions so the line between owner and company stays visible. See Tennessee LLC operating agreement.
Keeping the Liability Shield
The protection a single-member LLC provides depends on how the owner behaves. Maintain a separate business bank account funded by documented contributions. Sign every contract in the LLC's name with your title. Do not pay personal expenses from company funds. Keep the company adequately capitalized for its obligations. File the annual report on time so the entity stays in good standing. And remember that a personal guarantee - common on commercial leases and small-business loans - is a debt you owe personally no matter how clean the corporate housekeeping is.
Licenses and Local Requirements
Forming the LLC does not license it. Tennessee's business tax regime carries license obligations administered through the Department of Revenue and county and municipal clerks, with a separate minimal activity license category for smaller operations. Regulated professions add board licensure. Work through Tennessee business license and the national licensing overview before opening.
Annual Upkeep and Closing
Each year a Tennessee single-member LLC should file its annual report and pay the $300 minimum, confirm its registered agent and principal address, file federal returns, and file any franchise, excise, and business tax returns the Department of Revenue requires. Check the public record periodically through the Tennessee business entity search. When the business ends, dissolve it deliberately - an abandoned LLC keeps accruing report obligations and the $300 fee. See how to dissolve a Tennessee LLC, and Tennessee LLC cost for the full cost picture. Terms used here are defined in the glossary.
Frequently Asked Questions
How much is the annual report fee for a Tennessee LLC?
The Tennessee Secretary of State states that the annual report fee for LLCs is a $300 minimum up to a $3,000 maximum, and that the fee increases by an additional $50 per member for every member over six members. A single-member LLC therefore pays the $300 minimum. Paying the wrong amount is a leading cause of rejected annual reports.
Can a Tennessee LLC have only one member?
Yes. Tennessee permits a limited liability company with a single member, and the formation document is the same Articles of Organization a multi-member LLC files. The $300 annual report minimum applies regardless of member count, so Tennessee is comparatively expensive to maintain for a solo owner relative to states with flat low fees.
How is a Tennessee single-member LLC taxed federally?
By default the IRS disregards a single-member LLC as separate from its owner. An individual owner reports business income and expenses on Schedule C with Form 1040 and pays self-employment tax on the profit. The LLC is still treated as a separate entity for employment taxes and certain excise taxes, which is why it needs its own EIN when it has employees.
Does a Tennessee LLC pay franchise and excise tax?
Tennessee's franchise and excise taxes apply to LLCs unless a statutory exemption applies, and they are administered by the Tennessee Department of Revenue rather than the Secretary of State. Because exemptions and measures change, confirm your entity's status and current rates directly with the Department of Revenue before filing.
Does Tennessee have a personal income tax on business profit?
Tennessee does not impose a general individual income tax on wages or business profit. That does not make a Tennessee LLC tax-free: federal income tax, federal self-employment tax, state franchise and excise tax, business tax, and local requirements can all still apply to the same activity.
Does a single-member LLC protect my personal assets in Tennessee?
It can, if you maintain the separation. Use a dedicated business bank account, sign contracts in the LLC's name, adopt a written operating agreement, keep the company adequately capitalized, and file the annual report on time. A personal guarantee on a lease or loan sits outside the shield regardless of how well you keep records.
Related
- How to form an LLC in Tennessee
- Tennessee Articles of Organization
- Tennessee LLC cost
- Tennessee annual report
- Tennessee registered agent
- Tennessee LLC operating agreement
- Tennessee business entity search
- Tennessee LLC tax filing
- Tennessee DBA filing
- Tennessee business license
- How to dissolve a Tennessee LLC
- Single-member LLC (national guide)
Sources
- Tennessee Secretary of State - Business Services FAQs (annual report fee for LLCs: $300 minimum up to a $3,000 maximum; increases $50 per member for every member over six).
- Tennessee Secretary of State - Business Services (filings, forms, and fees).
- Tennessee Secretary of State - Businesses (TNCaB filing portal, annual reports, entity search).
- Tennessee Department of Revenue - Franchise & Excise Tax.
- Tennessee Department of Revenue - Business Tax.
- Tennessee Department of Revenue - BUS-13 Business Licenses Overview.
- IRS - Single Member Limited Liability Companies.
- IRS - Limited Liability Company (LLC).
- IRS - Get an Employer Identification Number.
- IRS - About Form 2553 (S-corporation election).
- IRS - Self-Employment Tax.
- IRS - About Form SS-4.
LegalGlass provides general information for educational purposes and is not legal advice, is not a law firm, and is not a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current amounts with the Tennessee Secretary of State and the Tennessee Department of Revenue before acting.