Updated August 12, 2026. Quick answer. To dissolve an LLC in Tennessee you file the TWO-STEP: (1) Notice of Dissolution (Limited Liability Company), and it can be filed online or on paper. Fee: $20 per filing ($40 total for the two-step). Tennessee attaches a state tax-clearance step before you file. Until that filing is accepted the LLC still legally exists — and whatever Tennessee charges an LLC each year keeps accruing against it.
The same question in other states: How to Dissolve an LLC in Idaho, How to Dissolve an LLC in Illinois and How to Dissolve an LLC in Iowa.
What you file in Tennessee, and what it costs
| Item | Detail |
|---|---|
| Filing | TWO-STEP: (1) Notice of Dissolution (Limited Liability Company), Form SS-4246; then (2) Articles of Termination of Limited Liability Company Existence, Form SS-4245 |
| Fee | $20 per filing ($40 total for the two-step) |
| How you can file | both — Per official SS-4245 instructions: E-File via https://tncab.tnsos.gov/ (card or e-check, plus convenience fee), by mail to TN Secretary of State, ATTN: Corporate Filing, 312 Rosa L. Parks Ave., Nashville, TN 37243, or walk-in at the Snodgrass Tower customer service counter (cash accepted for walk-in only). |
| Tax clearance | required |
| Statute | TCA § 48-249-609 (filing notice of dissolution and effect); TCA § 48-249-612 (articles of termination); TCA § 48-249-605 (administrative dissolution) — Revised LLC Act. Pre-2006 old-Act LLCs: TCA §§ 48-245-101, 48-245-503 |
Both filed with the TN Secretary of State, Division of Business and Charitable Organizations, 312 Rosa L. Parks Ave., Nashville, TN 37243. SS-4245 instructions (official PDF, rev. 07/26): ‘Articles of Dissolution must be filed before, or at the same time that Articles of Termination are filed,’ and if the dissolution has a delayed effective date the termination cannot be submitted until that date. SS-4246 is filed under TCA § 48-249-609 (Revised Act) or § 48-245-101 (old Act); SS-4245 under TCA § 48-249-612 or § 48-245-503. Both forms verified from official PDFs on sos-prod.tnsosgovfiles.com.
On the fee. SS-4246 Notice of Dissolution: ‘Filing Fee: $20’ (printed on form). SS-4245 Articles of Termination: ‘The filing fee for Articles of Termination… is $20’ (official instructions). Online/card payments add a convenience fee; mailing a check avoids it — cheapest standard route is $20 per filing by mail. The fee we publish reflects the termination filing itself; budget $40 for the full two-step.
If you would rather have it filed for you
Bizee will prepare and file the dissolution paperwork described above in Tennessee on your behalf. The state filing fee is separate and you pay it either way. Filing it yourself, by the official route above, stays the cheapest way to close an LLC.
Bizee’s BBB rating, verified directly against BBB’s own listing on September 3, 2026: a C, not accredited, with 83 complaints filed and BBB’s own finding that the business “has failed to resolve underlying cause(s) of a pattern of complaints.” Check BBB’s current listing yourself before you buy. A rating we did not just verify is worse than none.
Bizee does not publish a price for this filing on the page this link opens, so you will have to ask for one. We earn a commission if you buy through this link, between $20 and $175 depending on which service you buy, disclosed here rather than left vague. It does not change the price you pay. We are not a law firm and this is not legal advice. Affiliate Disclosure.
See Bizee’s dissolution service
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Tax clearance in Tennessee
Tennessee is one of the six states that attach a tax-clearance step to closing an LLC, and it applies before you file: the Articles of Termination are rejected and returned unless the Department of Revenue’s tax clearance verification is obtained first.
Stated verbatim on official Form SS-4245: ‘Prior to the Articles of Termination… being accepted for filing, tax clearance verification for termination must be obtained from the Tennessee Department of Revenue. If such tax clearance verification cannot be obtained… the Articles of Termination… will be rejected and returned to the applicant. To obtain tax clearance for termination, contact the Tennessee Department of Revenue at 615-253-0700.’ Clearance is generated by filing the final franchise & excise return in TNTAP marked as a final return for termination/withdrawal; DOR guidance (F&E-15/GEN-5 support articles) says to present the clearance to the SOS within 45 days. Document: Certificate of Tax Clearance for Termination/Withdrawal, issued by TN DOR.
Do not just walk away
Closing the business is not closing the entity. Administrative dissolution by the SOS after notice and a 2-month cure period (annual report delinquency is the usual trigger); franchise & excise tax obligations continue to accrue until a final return closes the account
TCA § 48-249-605: after the SOS serves written notice of grounds, if the LLC ‘does not correct each ground… within two months after the secretary of state’s service of the communication,’ the SOS administratively dissolves the LLC; the dissolved LLC ‘continues its existence, but may not carry on any business except that necessary to wind up.’ TN LLC annual report fee is a minimum $300/yr, and DOR guidance (F&E-15) is that F&E filing obligations continue until a final return is filed and the account closed — so walking away accrues both. No TN official source reviewed states member personal liability from mere non-filing.
Closing the tax accounts
File a final franchise & excise tax return in TNTAP answering ‘Yes’ to ‘Is this a final return for termination or withdrawal?’; DOR reviews the account and issues the tax clearance certificate; close all other tax accounts (business tax, sales tax) with final returns
TN DOR support articles F&E-15 (‘Inactive Business, Final Return, and Closing Your Account’), About TNTAP-12, and GEN-5 (‘Closing a Business’): every closing business must file final returns for each tax type, marked final where available; once liabilities are satisfied DOR issues the tax clearance certificate, to be presented to the SOS within 45 days. revenue.support.tn.gov blocked access with a challenge page;
Before you file
- The order the steps go in — internal decision, creditors and distributions, the state filing, the final returns, then the registrations you are still paying for.
- What an LLC costs to keep alive in Tennessee — the bill that keeps running until this filing lands.
- What dissolution costs in all 51 jurisdictions — the fee, the filing route and the tax-clearance flag, side by side.
- What happens if you simply stop filing — administrative dissolution is the walk-away trap happening to you rather than by you.
We do not form or dissolve LLCs and we do not sell filing services. The only ask on this page is a sponsored link, marked as one, and we may be paid if you use it. Nothing above changes based on that.
Sources and limits
TCA § 48-249-609 (filing notice of dissolution and effect); TCA § 48-249-612 (articles of termination); TCA § 48-249-605 (administrative dissolution) — Revised LLC Act. Pre-2006 old-Act LLCs: TCA §§ 48-245-101, 48-245-503. Fee, form and procedure read 2026-08-10 from the official source. The fee and the tax-clearance position were re-checked against official Form SS-4245, re-read 2026-08-12 (the $20 fee and the pre-filing tax-clearance sentence quoted verbatim).
Research note. Access failures recorded: sos.tn.gov product pages and revenue.support.tn.gov articles returned 403/JS-challenge to the fetcher; the two official form PDFs (SS-4245 rev. 07/26 and SS-4246 rev. 01/06) were downloaded directly from the SOS file host and read in full — all form/fee/clearance/filing-method facts come from those PDFs. Statute mirror: https://law.justia.com/codes/tennessee/title-48/limited-liability-companies/chapter-249/part-6/section-48-249-609/.
Honest gap. This page covers the state filing that ends the entity, its fee and its tax-clearance condition. It does not cover creditor claims against a dissolved LLC, disputes between members, the tax treatment of a final distribution, reinstatement after an administrative dissolution, or withdrawal from any other state you registered in — each of those has its own rules. General information, not legal or tax advice. See methodology and corrections.
If Tennessee already ended it for you, this is the other direction. Administrative dissolution is not the filing you make on purpose, and in Tennessee roughly four months from notice to dissolution at the front end, and almost no deadline at the back — except a one-year rule for expired duration. The statute is quoted on reinstating a Tennessee LLC.
Not ready to dissolve? If the LLC still has work to do, just under a different state’s law, see moving an LLC out of Tennessee instead of closing it.
Closing a for-profit corporation, not an LLC? See dissolving a corporation in Tennessee for the statute-specific filing, tax-clearance rule and fee.
Related: Tennessee’s registered agent requirements, including who can serve and what happens if you don’t have one.
Related: Tennessee’s LLC Certificate of Good Standing cost, including who issues it and how fast you can get one.