# How to Dissolve an LLC in Tennessee: Forms, Fees, Clearance

> Close a Tennessee LLC: Notice of Dissolution (SS-4246) and Articles of Termination (SS-4245), $20 each, filed online or on paper, after tax clearance.

Canonical: https://origindatapartners.com/guides/dissolve-llc-tennessee
By: Origin Data Partners
Status: Published
Published: 2026-11-11
Updated: 2026-11-11
Sources checked: 2026-11-11

## Quick answer

Closing a Tennessee LLC takes two Secretary of State filings: a Notice of Dissolution (SS-4246) and Articles of Termination of Existence (SS-4245), $20 each, $40 in all, filed online in TNCaB or on paper. Termination needs a Department of Revenue tax clearance, which issues only after the final franchise and excise return is filed and every liability is paid.

## Key points

- Tennessee requires two LLC closing filings, a Notice of Dissolution and Articles of Termination of Existence, each $20; the dissolution must be filed before or with the termination.
- A tax clearance from the Department of Revenue is required to terminate, cancel or withdraw an entity.
- Mark the last franchise and excise return as final, or Revenue treats the business as still operating and can block the clearance.
- The $100 minimum franchise tax applies to every registered entity, active or not, until it is properly terminated.

## Tennessee LLC closing at a glance

Tennessee's Secretary of State lists its closing forms with form numbers and fees on one page ([Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)). The entry that matters most is not a form at all: tax clearances are required to terminate, cancel or withdraw an entity from Tennessee ([Secretary of State FAQs](https://sos.tn.gov/businesses/faqs)). The general steps are in [how to dissolve an LLC](https://origindatapartners.com/guides/how-to-dissolve-an-llc).

| Document | Form | Fee | Where to file | Notes |
| --- | --- | --- | --- | --- |
| Notice of Dissolution (LLC) | SS-4246 | $20 | Secretary of State: TNCaB online, mail or walk-in | Tells the state the LLC has dissolved |
| Articles of Termination of Existence (LLC) | SS-4245 | $20 | Secretary of State: TNCaB online, mail or walk-in | Needs a Department of Revenue tax clearance |
| Articles of Termination Following Administrative Dissolution (LLC) | SS-4243 | $100 | Secretary of State | For an LLC the state already dissolved |
| Articles of Dissolution (corporation) | SS-4410 | $20 | Secretary of State | Followed by SS-4412, $20 |
| Certificate of withdrawal (foreign entity) | SS-4241 | $20 | Secretary of State | Tax clearance also required |
| Reinstatement after administrative dissolution | SS-9410 | $70 | Secretary of State | Tax clearance also required |

Source: [Tennessee Secretary of State: Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)

## Steps to dissolve an LLC in Tennessee

Because the tax clearance gates the final filing, the Tennessee order runs tax first and termination last:

- Have the members approve the dissolution under the operating agreement and file the Notice of Dissolution (SS-4246, $20). It must be on file before, or at the same time as, the termination.
- Wind up: collect receivables, sell or distribute assets and pay creditors.
- File the final franchise and excise tax return with the "final return" box marked ([Tennessee Department of Revenue](https://revenue.support.tn.gov/hc/en-us/articles/360057956112-F-E-15-Inactive-Business-Final-Return-and-Closing-Your-Account)), and final returns for sales tax and any other accounts.
- Close the unemployment insurance account with the Department of Labor and Workforce Development.
- Pay every remaining liability so the Department of Revenue can issue the tax clearance.
- File the Articles of Termination of Existence (SS-4245, $20) with the Secretary of State.
- Close the EIN account and bank accounts after the last items clear.


## Filing the Notice of Dissolution and Articles of Termination

The Secretary of State's forms page lists both LLC filings in the domestic LLC section: the Notice of Dissolution, SS-4246, and the Articles of Termination of Existence, SS-4245, each $20 ([Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)). The notice records that the LLC has dissolved and is winding up; the articles end its existence. Both are required: the instructions on SS-4245 say the dissolution must be filed before, or at the same time as, the articles of termination, so the Secretary of State's fees for an LLC closing total $40 ([SS-4245](https://sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4245.pdf)).

Both forms can be filed three ways: E-File through the Secretary of State's online system, TNCaB, with payment by card or e-check; by mail, using the online tool to complete and print the form or a blank form; or in person at the counter in Nashville ([SS-4246](https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4246.pdf)). Card and e-check payments carry a convenience fee, which mailing a check avoids. Before SS-4245 is accepted, the office must obtain tax clearance verification for termination from the Department of Revenue, and the articles are rejected if it cannot; the form gives Revenue's number for that clearance as 615-253-0700 ([SS-4245](https://sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4245.pdf)). Not being able to obtain tax clearance is also one of the rejection reasons the Secretary of State lists in its FAQ ([Secretary of State FAQs](https://sos.tn.gov/businesses/faqs)).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: [Tennessee Secretary of State: Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)

## The Department of Revenue tax clearance and the $100 minimum

Tennessee's franchise tax applies to LLCs as well as corporations. The Department of Revenue says the $100 minimum franchise tax is payable by anyone registered through the Secretary of State, regardless of whether the company is active or inactive, and that returns and the minimum are still required even after a charter is forfeited or revoked without being properly terminated ([Tennessee Department of Revenue](https://revenue.support.tn.gov/hc/en-us/articles/360057956112-F-E-15-Inactive-Business-Final-Return-and-Closing-Your-Account)).

- File the final franchise and excise return and mark the "final return" box. If you miss the box, Revenue treats the business as still operating, which can lead to estimated assessments and no tax clearance.
- Once all tax liabilities are paid, Revenue issues the tax clearance, which must reach the Secretary of State.
- For TNTAP accounts whose returns have no final-return option, Revenue says there is a "close account" button under "Additional Actions" ([Tennessee Department of Revenue](https://revenue.support.tn.gov/hc/en-us/articles/360057120412-GEN-5-Closing-a-Business)).
- Unemployment insurance: the Department of Labor and Workforce Development handles account maintenance as self-service requests in Employer e-Services ([Tennessee Labor and Workforce Development](https://lwdsupport.tn.gov/hc/en-us/articles/41544930827027-Frequently-Asked-Questions-FAQ-Employers)).

Source: [Tennessee Department of Revenue: F&E-15, inactive business, final return and closing your account](https://revenue.support.tn.gov/hc/en-us/articles/360057956112-F-E-15-Inactive-Business-Final-Return-and-Closing-Your-Account)

## Dissolving a Tennessee corporation

A Tennessee for-profit corporation follows the same two-step pattern: Articles of Dissolution (SS-4410, $20) and then Articles of Termination of Corporate Existence (SS-4412, $20), with the same tax clearance requirement ([Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)). A corporation that never got going can use Articles of Dissolution and Termination by Incorporators or Initial Directors, also $20. LLCs have a matching shortcut: Articles of Termination by Organizers of an LLC (SS-4244, $20), listed in the LLC section of the same page, for an LLC whose organizers are ending it. Federally, file Form 966 when the corporation adopts a plan to dissolve ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/closing-a-business)); see [how to dissolve a corporation](https://origindatapartners.com/guides/dissolve-a-corporation).

Source: [Tennessee Secretary of State: Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)

## Administrative dissolution and the cost of walking away

Tennessee dissolves entities administratively for failing to file an annual report or being without a registered agent ([Secretary of State FAQs](https://sos.tn.gov/businesses/faqs)). For an LLC the annual report is not cheap: $300 minimum up to $3,000, rising $50 for each member over six. A corporation's annual report is $20.

Walking away does not stop the franchise tax. Revenue still expects returns and the $100 minimum from a forfeited entity that was never properly terminated, and an unpaid balance blocks the clearance needed to close it. Tennessee gives two ways out: reinstate (SS-9410, $70, with a tax clearance) or file Articles of Termination Following Administrative Dissolution (SS-4243, $100). Either way, the tax accounts have to be settled.

Source: [Tennessee Secretary of State: FAQs for businesses](https://sos.tn.gov/businesses/faqs)

## Withdrawing a foreign LLC from Tennessee

An LLC or corporation formed in another state ends its Tennessee authority with the Application for Certificate of Withdrawal or Cancellation (Foreign Entity), SS-4241, $20 ([Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)). The tax clearance applies here too, so file the final franchise and excise return first. Withdrawing from Tennessee does not dissolve the company where it was formed.

Source: [Tennessee Secretary of State: Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)

## Records a closed Tennessee LLC should keep

Keep the tax clearance, the filed notice and articles, and the final franchise and excise return; they are your proof that the LLC was properly terminated if Revenue later sends a notice. Employment tax records need keeping for at least 4 years ([IRS](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)). See [business records after closing](https://origindatapartners.com/guides/business-records-after-closing).

Before cancelling software, follow [export company records before closing](https://origindatapartners.com/guides/export-company-records-before-closing) so the data survives the subscription.

Then consider whether the records are an asset. AI developers license real operating records, such as call notes, dispatch logs, claims files or source code, when personal data can be removed and the company holds the rights. [selling company data after closing](https://origindatapartners.com/guides/sell-company-data-after-closing) explains how to check that.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. [Get a free estimate of what your records could be worth](https://origindatapartners.com/check-fit).


## Questions and answers

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

The Notice of Dissolution and the Articles of Termination of Existence cost $20 each, $40 in total. An LLC the state has already dissolved files termination following administrative dissolution for $100.

### Do I need a tax clearance to dissolve an LLC in Tennessee?

Yes. The Secretary of State says tax clearances are required to terminate, cancel or withdraw an entity, and the Department of Revenue issues one only after all tax liabilities are satisfied.

### Can I dissolve an LLC online in Tennessee?

Yes. The Notice of Dissolution and the Articles of Termination can both be e-filed in TNCaB, the Secretary of State's online system, or filed by mail or in person.

### What is the difference between a notice of dissolution and articles of termination in Tennessee?

The Notice of Dissolution (SS-4246) records that the LLC has dissolved and is winding up. The Articles of Termination of Existence (SS-4245) end the LLC, and they need the tax clearance.

### What happens if I don't dissolve my LLC in Tennessee?

The Secretary of State can administratively dissolve it for a missed annual report, but the $100 minimum franchise tax and returns are still expected until the LLC is properly terminated.

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

Getting the tax clearance usually takes longest, because Revenue must see the final franchise and excise return and every balance paid. Neither agency publishes a fixed time on the pages we read.

### How do I close a business in Tennessee?

File final returns with the Department of Revenue, close the unemployment insurance account, then file the closing forms for your entity type with the Secretary of State once the tax clearance is in place.

## Sources

- [Tennessee Secretary of State: Business Forms & Fees](https://sos.tn.gov/businesses/services/business-forms-fees)
- [Tennessee Secretary of State: SS-4245, Articles of Termination of LLC Existence (PDF)](https://sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4245.pdf)
- [Tennessee Secretary of State: SS-4246, Notice of Dissolution of an LLC (PDF)](https://sos-prod.tnsosgovfiles.com/s3fs-public/document/ss-4246.pdf)
- [Tennessee Secretary of State: FAQs for businesses](https://sos.tn.gov/businesses/faqs)
- [Tennessee Department of Revenue: F&E-15, inactive business, final return and closing your account](https://revenue.support.tn.gov/hc/en-us/articles/360057956112-F-E-15-Inactive-Business-Final-Return-and-Closing-Your-Account)
- [Tennessee Department of Revenue: GEN-5, closing a business](https://revenue.support.tn.gov/hc/en-us/articles/360057120412-GEN-5-Closing-a-Business)
- [Tennessee Department of Labor and Workforce Development: Employer FAQ](https://lwdsupport.tn.gov/hc/en-us/articles/41544930827027-Frequently-Asked-Questions-FAQ-Employers)
- [IRS: How long should I keep records?](https://www.irs.gov/businesses/small-businesses-self-employed/how-long-should-i-keep-records)

## Related reading

- [How to dissolve an LLC: steps, forms and fees by state](https://origindatapartners.com/guides/how-to-dissolve-an-llc)
- [LLC Dissolution Fees and Forms by State (2026)](https://origindatapartners.com/guides/dissolve-llc-by-state)
- [How to dissolve a corporation: forms, fees and Form 966](https://origindatapartners.com/guides/dissolve-a-corporation)
- [How to close a business: a step-by-step US checklist](https://origindatapartners.com/guides/closing-a-business-checklist)
- [Cancel Google Workspace or delete Slack? Export data first](https://origindatapartners.com/guides/export-company-records-before-closing)