How to Dissolve an LLC in Tennessee
If you no longer wish to conduct business with your LLC, it is important to officially dissolve it. Failure to do so in a timely fashion can result in tax liabilities and penalties, or even legal trouble.
To dissolve an LLC in Tennessee, simply follow these three steps:
Step 1: Follow Your Tennessee LLC Operating Agreement
- Holding a vote with LLC members to dissolve the LLC
- Recording the dissolution vote in the LLC’s meeting minutes
- Determining the formal date of dissolution
- Distribution of LLC assets
- Notifying creditors and settling any business debts
If your LLC does not have any set dissolution procedures in its operating agreement, you should consult the state for further instruction.
Step 2: Close Your Business Tax Accounts
Every active Tennessee LLC has various tax accounts that are maintained by different departments within the Tennessee State government. Before you can dissolve your LLC, you must first pay off all taxes and/or fines owed to these accounts.
Here are some of the common taxes your LLC may owe:
- If you have or have had employees in Tennessee:
- Unemployment Insurance Tax
- If your LLC sells or has sold taxable goods or services in Tennessee:
- Sales & Use Tax
Closing your tax accounts usually involves simply filing a final return to the appropriate agency. However, some accounts require submitting other official paperwork. If you need assistance in closing your tax accounts, it may be helpful to hire a Certified Public Accountant.
NOTE: None of your LLC's tax accounts can be closed if they have a remaining balance. All taxes, penalties, fees, and interest must be paid in full before you can dissolve your LLC.
Step 3: File Articles of Dissolution
Articles of Dissolution, known in Tennessee as Articles of Termination, are the forms that you file to voluntarily dissolve your LLC. Once this document has been filed and processed, your LLC will no longer legally exist.
Tennessee requires business owners to submit their Articles of Termination by mail, online, or in person.
File the Tennessee LLC Articles of Dissolution
Option 1: File by Mail or In PersonDownload Form
- OR -
Option 2: File OnlineFile Online
312 Rosa L. Parks Ave.
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243
You can also have a professional service provider file your Articles of Dissolution for you. Bizee (formerly Incfile) prepares the Articles of Dissolution for you, and files them to the state for $149 + State Fees.
Other Tennessee LLC Resources
- Best LLC Services
- How to Start an LLC in Tennessee
- Tennessee LLC Operating Agreement
- Tennessee Annual Report
- How to Start a Business in Tennessee
- Tennessee Articles of Organization
- How to Register a Business Name in Tennessee
- Certificate of Good Standing Tennessee
- How to Start a Corporation in Tennessee
- How to Start a Nonprofit in Tennessee
- How to Name a Business in Tennessee
- How to Get a DBA in Tennessee
- Tennessee LLC Name Search