How to Dissolve an LLC in Tennessee (2026)

Published by Jon Morgan | Co-Founder & Chief Editor

Last updated: August 30, 2026

FACT CHECKED by Jon Tobin, Business Attorney

Methodology
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Dissolving an LLC in Tennessee takes two separate filings with the Secretary of State: a Notice of Dissolution for $20 and Articles of Termination for another $20.

The state won't accept the second form until the Tennessee Department of Revenue issues a tax clearance certificate. File it too early and the state rejects it outright.

This guide covers voluntary dissolution of a domestic Tennessee LLC by its own members. A foreign LLC registered to do business in Tennessee winds down differently.

Quick Summary

• Get your Department of Revenue tax clearance before you file the second form. Articles of Termination gets rejected without it.
• File the Notice of Dissolution and Articles of Termination together, or send the Notice first. Either order is fine with the state.
• Keep a copy of your Articles of Termination for the bank. You'll need it to close any LLC accounts.

Tennessee LLC Dissolution Quick Reference

The table below lists the exact filings, fees, addresses and requirements you'll need to complete all six of the steps described further down this page.

How to dissolve an LLC in Tennessee: 6 steps

Step 1 - Vote to dissolve

Follow these six steps in order. Before you can dissolve an LLC in Tennessee, the members have to agree to it first. State law defaults to a majority vote of members at a meeting [1]. The LLC's articles or operating agreement can set a bigger majority instead.

Put the vote in writing and keep it with the LLC's records. You'll reference the vote date on the Notice of Dissolution form.

Step 2 - Notify creditors

Send written notice to every known creditor once the members have voted to dissolve. Tennessee law sets a claim deadline of at least four months from the notice date [2]. Claimants must submit their claim by that date.

State a mailing address where creditors should send their claims, and make clear that any claim filed after the deadline passes is barred for good.

Publishing notice in a newspaper is optional, and it cuts off unknown creditor claims two years after the publication date.

Step 3 - File final tax returns and get tax clearance

File your Tennessee franchise and excise tax return. Check the "final return" box, even if the LLC owes only the $100 minimum franchise tax [3]. The Department of Revenue won't clear an account it still reads as active.

Once your account is settled, the department issues a tax clearance certificate. Submit that certificate with your Articles of Termination. Call the Department of Revenue at 615-253-0700 if you need help checking your account status.

Step 4 - File the two Secretary of State forms

Tennessee splits this step into two filings, both with the Secretary of State's Division of Business and Charitable Organizations. Each form costs $20, for $40 total.

You don't have to file one before the other. Send both forms in the same batch, or send the Notice on its own first, whichever works for you. Articles of Termination goes in once tax clearance is ready either way.

File both online through the portal named in the table above. You can also mail them or file in person at the same Nashville address.

Neither form needs notarizing. Each one just needs a signature, either original or digital, plus a printed name and the signer's capacity.

Tennessee doesn't publish an expedited processing option, and there's no county-by-county rule requiring online filing. Both forms apply to every domestic LLC, with no short-form exception for debt-free companies.

Step 5 - Distribute remaining assets

After creditors are paid, Tennessee law sets a clear payout order [4]. Creditors get paid first, including any member who's also a creditor.

Members come next: first any amounts owed for earlier distributions, then a return of their contributions. Anything left over splits the way the LLC shares distributions.

Keep records of who received what. You'll want them if a creditor's claim turns up later or a member disputes their share.

Step 6 - Close accounts and cancel licences and permits

Take your Articles of Termination to the bank to close the LLC's accounts. The certificate confirms the LLC no longer legally exists.

Cancel any local business licences you hold. Close your Tennessee sales tax account too, if you collected sales tax. Notify vendors and clients so nobody keeps billing or ordering under the closed LLC's name.

What happens if you do not formally dissolve

Skipping the Articles of Termination leaves your LLC on Tennessee's books. You still owe the Tennessee annual report fee each year it stays open, and missing that filing is also one of the reasons the Secretary of State administratively dissolves an LLC.

FAQs

References:

1. https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-245-202.html
2. https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-245-502.html
3. https://revenue.support.tn.gov/hc/en-us/articles/360057956112-F-E-15-Inactive-Business-Final-Return-and-Closing-Your-Account
4. https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-245-1101.html