How to Dissolve an LLC in Tennessee: Forms, Fees, Timeline

Tennessee LLC Dissolution at a Glance

Dissolving an LLC in Tennessee takes two filings with the Secretary of State. The Notice of Dissolution (Form SS-4246) tells the state your company is winding up, and the Articles of Termination (Form SS-4245) end its existence. Each costs $20, and termination is accepted only after the Department of Revenue confirms tax clearance.

Our fee guide shows how much it costs to dissolve an LLC in other states.

How to Dissolve an LLC in Tennessee: The Steps in Order

Dissolution begins the winding-up period and termination ends the LLC's legal existence, with the Department of Revenue's tax clearance in between. Stopping after the first is easy. The LLC then stays on the state's records, annual report still due, until the second is filed.

1. Approve the dissolution and write it down. The Notice of Dissolution asks how the decision was made, so have your record ready before you file. Its options are a member vote at a meeting, member action without a meeting, the end of the LLC's stated duration, or an event named in your articles or operating agreement.
2. File the Notice of Dissolution (Form SS-4246) with the Secretary of State:
   • The filing fee is $20, and the form is on the state's business forms and fees page.
   • You can set a delayed effective date, which the form caps at the 90th day after the state files it.
   • The state's instructions say your dissolution filing comes before the Articles of Termination or arrives at the same time.
3. Wind up the business. This is the stretch where you tell creditors the LLC is dissolving, pay its debts, cancel contracts and subscriptions, and distribute what remains to the members. The Articles of Termination ask you to check a box stating whether all known or potential creditors and claimants have been notified. If you have debt, talk to your lawyer. Starcycle tracks key dates and contract and subscription cancellation timelines through this stage and keeps your documents in one place.
4. File your final Tennessee tax returns and get tax clearance from the Department of Revenue:
   • The Department of Revenue issues a certificate of tax clearance for termination once all returns to date are filed and all tax, penalty and interest is paid.
   • That includes a final franchise and excise tax return through the date of liquidation or the date your LLC ceased operations in Tennessee.
   • Revenue mails the certificate to the address on your account, and its June 2025 webinar on closing a business says you can also find it in TNTAP, the department's online portal, and should present it to the Secretary of State within 45 days.
   • If you have questions about clearance, the Articles of Termination form lists 615-253-0700 as the Department of Revenue number to call.
5. File Articles of Termination (Form SS-4245) with the Secretary of State:
   • The filing fee is $20, and the form and its instructions allow e-filing through TNCaB, mail or walk-in filing.
   • If you set a delayed effective date on the dissolution filing, your Articles of Termination wait until that date.
   • The Secretary of State rejects and returns your filing when tax clearance cannot be verified with the Department of Revenue.
   • The Articles of Termination take effect on the date the Secretary of State files them.

Winding up is like leaving a lease: you hand back the keys and settle the last invoices first. Step 4 is the slow one. It can be the hardest to start, and step 5 waits on it. Confirm your list of final returns with your CPA before step 4, because the clearance covers every tax account your LLC holds. The steps every state shares are in our guide on how to dissolve an LLC.

How to Dissolve an LLC in Tennessee Online

You can dissolve an LLC in Tennessee online in part: the Articles of Termination can be e-filed through TNCaB, the state's Charity and Business Filing System. You create an account first, then complete the form and pay by credit card, debit card or e-check. TNCaB saves a draft for up to 14 days and lets you edit and resubmit a rejected filing for 14 days.

The Notice of Dissolution is a PDF on the state's forms page and carries no filing instructions. Check TNCaB's business filings menu once you're logged in, or call the Secretary of State's business line at (615) 741-2286 to ask how to file it.

Tax filings run through TNTAP, a separate portal that's easy to mix up with TNCaB. The department's help article on closing a tax account in TNTAP has you open the current franchise and excise return. You answer yes to "Is this a final return for termination or withdrawal?" and submit it.

Tennessee Tax Accounts to Close

Before you close, your LLC settles up with two Tennessee agencies: the Department of Revenue and the Department of Labor and Workforce Development, which runs unemployment insurance. You can stop taking clients and shut down the website with your franchise and excise tax account still open. The Department of Revenue asks registered businesses to report a closure. Most closures can be handled in TNTAP or by calling (615) 253-0600.

The department's Close Your Business page lists what each tax account needs:

• Franchise and excise tax: a final return, marked as final, and payment of everything owed. The $100 minimum franchise tax is payable while the LLC is registered with the Secretary of State, active or inactive.
• Sales and use tax: a final return and full payment within 15 days after the date the business was sold or closed. A business holding a resale certificate tells its suppliers in writing that the certificate is no longer valid.
• Business tax: for a standard business tax license, a return and payment within 15 days after the business ceases operation. Holders of a minimal activity license tell the county clerk and city recorder that the business has closed.

If your LLC had employees, its wage reports go to the Department of Labor and Workforce Development through Employer e-Services, and the state's unemployment insurance tax page covers that account.

Federal Steps: the IRS and Your EIN

The federal side runs apart from both Tennessee filings and ends with the IRS deactivating your EIN (Employer Identification Number). Your LLC files its final federal returns and pays what it owes first. Our guide on how to close a business with the IRS lists the forms. The IRS says it cannot cancel an EIN but can deactivate it, and what to send when you cancel an EIN has its own post.

If Your LLC Is Registered in Other States

An LLC registered to do business in other states files a withdrawal in each one, on top of the Tennessee filings. Each has its own form and fee. List those states before you file Articles of Termination.

An LLC formed in another state that is leaving Tennessee files an Application for Certificate of Withdrawal or Cancellation (Form SS-4241) with the Secretary of State. The fee is $20, and the state accepts it only with tax clearance for withdrawal from the Department of Revenue.

Closing Your Tennessee LLC

Your business may already have stopped. Your Tennessee LLC closes on the day the Secretary of State files your Articles of Termination. If you're shutting down a business in Tennessee with contracts, staff and customers too, our guide to shutting down a company puts the wider process in order.

Starcycle prepares and files the state dissolution paperwork, tracks your key dates, and coordinates final tax returns with a partner CPA or your own. We can also make intros to lawyers and accountants. When you're ready to close this chapter, tell us where your LLC is registered and we'll map the filings with you.

Frequently Asked Questions About Dissolving an LLC in Tennessee

Does Tennessee use Articles of Dissolution for an LLC?

Tennessee's fee schedule lists no Articles of Dissolution for an LLC, only the Notice of Dissolution (Form SS-4246) and the Articles of Termination (Form SS-4245). Articles of Dissolution (Form SS-4410) sits under domestic for-profit corporations on the same forms and fees page, followed by Articles of Termination of Corporate Existence (Form SS-4412). For a corporation, start with our guide on how to dissolve a corporation.

How long does it take to dissolve an LLC in Tennessee?

The Tennessee Secretary of State does not publish a processing time for LLC dissolution filings, so your timeline depends mostly on winding up and tax clearance. The state does fix a few points. A delayed effective date on the Notice of Dissolution can run no later than the 90th day after filing. Final sales and use tax returns are due within 15 days of closing, and Articles of Termination take effect the day they are filed.

What if the Secretary of State already dissolved the LLC?

An LLC the state has administratively dissolved has two forms on the Tennessee fee schedule: an Application for Reinstatement Following Administrative Dissolution/Revocation (Form SS-9410, $70) and Articles of Termination Following Administrative Dissolution (Form SS-4243, $100). The Secretary of State's FAQ lists causes that include a missed annual report and going without a registered agent. The same FAQ says tax clearance is required to reinstate and to terminate.

How do you close a DBA in Tennessee and keep the LLC?

Tennessee calls a DBA an assumed name. Canceling one leaves the LLC itself in place. The form is the Application for Change or Cancellation of Assumed Limited Liability Company Name (Form SS-4229), filed with the Secretary of State for $20.