How to Dissolve an LLC in Tennessee (2026)

To dissolve an LLC in Tennessee, you file two separate documents with the Secretary of State's Division of Business Services: first a Notice of Dissolution (Form SS-4246, $20), then — after settling your franchise and excise taxes and obtaining a tax clearance — Articles of Termination (Form SS-4245, $20). Tennessee treats "dissolution" and "termination" as distinct legal steps, and the mistake most owners make is filing only the first one, which leaves the LLC technically alive and still on the hook for Tennessee's $300 annual report.

Here's the full process and the Tennessee-specific specifics.

Tennessee LLC dissolution at a glance

Step 1: Vote to dissolve and document it

Check your operating agreement for the dissolution procedure and hold the required member vote, then record it in writing. In Tennessee, this kicks off the two-stage process: dissolution begins the winding-up period, and termination ends the entity later. Documenting the vote supports both filings.

Step 2: File the Notice of Dissolution (Form SS-4246)

File the Notice of Dissolution with the Division of Business Services, $20. This is the first formal step, and it begins the winding-up period during which the LLC still legally exists to settle its affairs. You can file online, by mail, or in person at the Nashville address. Note that you can set a delayed effective date up to 90 days out if you need time to complete winding up. Filing this notice does not end the LLC, it starts the clock on closing it.

Step 3: Wind up, settle franchise & excise taxes, and get tax clearance

Tennessee's Department of Revenue operates separately from the Secretary of State, and this is where the process has teeth. Tennessee imposes franchise and excise (F&E) taxes on LLCs, and before you can file the final termination, you must file your final F&E return (marked "final"), pay any taxes due, and obtain a Certificate of Tax Clearance for Termination from the Department of Revenue. You handle this through the state's TNTAP tax portal, requesting closure of your tax accounts. The clearance certificate confirms your state tax liabilities are satisfied and clears the LLC for termination. Wind up the business in this same period: notify creditors, pay debts, and distribute remaining assets, creditors first.

Step 4: File the Articles of Termination (Form SS-4245)

Once you have the tax clearance, file the Articles of Termination, $20, to actually end the LLC's legal existence. This is the step that completes the process, and skipping it is the single most common Tennessee dissolution error. Form SS-4245 is for an LLC that has accepted contributions; an LLC that never accepted contributions uses a different form (Articles of Termination by Organizers) that doesn't require the separate Notice of Dissolution first. Once the Articles of Termination are processed, the LLC ceases to exist.

Step 5: Close accounts, licenses, and registrations

Finish by closing the company's footprint: cancel local business licenses and permits, close sales-tax and any business-tax accounts with the Department of Revenue, close business bank accounts, cancel the EIN with the IRS if appropriate, and withdraw any out-of-state registrations.

The Tennessee wrinkle: two filings, and the $300 trap in between

Tennessee's defining feature is that dissolution and termination are two separate filings, with tax clearance required in between, and the trap is stopping after the first one. Many owners file the Notice of Dissolution, see that something was filed, and assume the LLC is closed. It isn't, the entity remains legally in existence until the Articles of Termination are filed, which means it keeps owing Tennessee's annual report.

That annual report is $300, one of the highest in the country, and it keeps coming due each year the LLC remains on the books. So an owner who files only the Notice of Dissolution and walks away can keep racking up $300 a year, plus the franchise and excise obligations, on an LLC they believed was closed. The clean Tennessee dissolution is all three pieces: Notice of Dissolution, tax clearance from the Department of Revenue, then Articles of Termination. Completing only part of it is the version of the trap we describe in can you just walk away from an LLC, made more expensive by the $300 report.

Frequently asked questions

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

The Secretary of State charges $20 for the Notice of Dissolution and $20 for the Articles of Termination, $40 total. There's no separate fee for the Department of Revenue tax clearance, but you must be current on your franchise and excise taxes to get it. The bigger cost is the $300 annual report that keeps accruing if you don't complete the termination, so finishing both filings is what stops that.

Why do I have to file twice to dissolve a Tennessee LLC?

Tennessee separates "dissolution" from "termination." The Notice of Dissolution (SS-4246) begins the winding-up period during which the LLC still exists to settle its affairs; the Articles of Termination (SS-4245) actually end the entity afterward. You file the first, clear your franchise and excise taxes with the Department of Revenue, then file the second. Filing only the first leaves the LLC legally alive and still owing the annual report.

Do I need tax clearance to dissolve a Tennessee LLC?

Yes. Between the Notice of Dissolution and the Articles of Termination, you must obtain a Certificate of Tax Clearance for Termination from the Tennessee Department of Revenue, confirming your franchise and excise taxes are paid. Request it through the TNTAP portal after filing your final F&E return. You can't complete the termination without it.

This page covers the Tennessee specifics; for the general framework, see our complete guide to how to dissolve an LLC, and for neighboring states, Georgia and Missouri. Tennessee's official forms are at the Tennessee Secretary of State, and tax clearance is handled through the Tennessee Department of Revenue.