How to dissolve an LLC in Tennessee

Step 1: Agree to dissolve

Follow the LLC's operating agreement: most say what vote closes the company. Without one, Tennessee's default rules decide, which usually means the members' consent. Write the decision down, signed by the members or managers, and keep it with the company's records; Tennessee doesn't ask you to file it.

Step 2: Wind up the business

Winding up is the time between the decision and the final filing, when the LLC does only what closing requires:

• finish or hand off its contracts and stop taking new work;
• tell creditors, collect what customers owe, and pay its debts or set money aside for them;
• sell or distribute its property, then pay what's left to the members as the operating agreement says;
• cancel its licenses, permits and any assumed name filings, and close its bank accounts last.

Step 3: File final tax returns and get tax clearance

The Articles of Termination can be filed only with a tax clearance certificate from the Department of Revenue: file a final franchise and excise tax return marked final, pay what's due, and the Department issues the certificate. (We couldn't confirm this on a current official page; ask the office before you file.)

On the federal side, a multi-member LLC files a final Form 1065 (check the final return box), a single-member LLC reports its last year on the owner's return, and an LLC with employees files final payroll returns. The IRS doesn't cancel an EIN, but it will close the LLC's account if you write to it.

Step 4: File the Articles of Termination of Existence with the Tennessee Secretary of State

What to file: Notice of Dissolution (Form SS-4246), then Articles of Termination of Existence (Form SS-4245). File online through Business Services Online, or by mail. (Confirm how to file with the office.)

File online, or open the form or its instructions.

Step 5: Keep the records

Keep the filed Articles of Termination of Existence, the members' decision, the final returns and the records of what was paid and distributed. Tax records are usually kept for several years, and the filed document is what shows a bank, a landlord or a court that the LLC closed. On our sister site, the Tennessee company records show each company's status as the state's register lists it.

If you just stop filing

An LLC that stops filing its recurring report isn't closed: Tennessee eventually ends it administratively, but until then fees, penalties and any state tax keep adding up, and an administratively dissolved LLC can usually be reinstated, debts included. Filing the Articles of Termination of Existence closes it on your terms and on the record. Tennessee's recurring filing, for reference: $300 minimum each year ($50 per member, up to $3,000), due by the 1st day of the 4th month after the fiscal year ends.

Sources

• Business forms fees, sos.tn.gov
• Dissolve info, tnbear.tn.gov
• 203895925 how do i properly dissolve or terminate my registration with the tennessee secretary of state, revenue.support.tn.gov

Read from the Tennessee Secretary of State's pages and forms on October 10, 2026. Parts marked unconfirmed came from search listings of those pages, because the office's site wouldn't load for us: confirm them with the office before you file.