WinddownGuides

Dissolving a company in Tennessee

The state-level facts for closing an LLC or corporation in Tennessee: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.

Tennessee LLC

Dissolution filing
Notice of Dissolution, then Articles of Termination of Existence (SS-4246 (dissolution) and SS-4245 (termination)) — filed with the Tennessee Secretary of State. (official source)
Filing fee
$20 (official source)
Tax clearance before filing
A certificate of tax clearance from the Department of Revenue is required before the Secretary of State will terminate the articles of organization. Issued after all returns are filed and all tax, penalty, and interest paid. (official source)
Franchise & Excise Tax
File a final franchise & excise tax return through the date of liquidation or the date the LLC ceased operations in Tennessee, and pay all tax, penalty, and interest before the Department of Revenue will issue the tax clearance certificate. (official source)
Final state return
File the final franchise & excise tax return through the liquidation date; pay all tax, penalty, and interest. Marking returns final or using the TNTAP 'close account' function closes the account. (official source)

Worth knowing

  • Ending a Tennessee LLC is a two-step, two-fee process: Notice of Dissolution (SS-4246, $20), then Articles of Termination of Existence (SS-4245, $20) after obtaining Department of Revenue tax clearance.
  • The tax clearance requirement also applies to a foreign LLC cancelling its certificate of authority.
  • An LLC that never commenced business can instead file Articles of Termination by the Organizers (SS-4244, $20).
  • Businesses holding a standard business tax license must also file and pay business tax within 15 days after ceasing operation; minimal activity license holders notify the county clerk and city recorder.

Tennessee corporation

Dissolution filing
Articles of Dissolution, then Articles of Termination of Corporate Existence (SS-4410 (dissolution) and SS-4412 (termination)) — filed with the Tennessee Secretary of State. (official source)
Filing fee
$20 (official source)
Tax clearance before filing
A certificate of tax clearance from the Department of Revenue is required before the Secretary of State will terminate the charter. Issued after all returns are filed and all tax, penalty, and interest paid. (official source)
Franchise & Excise Tax
File a final franchise & excise tax return through the date of liquidation or the date the corporation ceased operations in Tennessee, and pay all tax, penalty, and interest before the Department of Revenue will issue the tax clearance certificate. (official source)
Final state return
File the final franchise & excise tax return through the liquidation date; pay all tax, penalty, and interest. Marking returns final or using the TNTAP 'close account' function closes the account. (official source)

Worth knowing

  • Ending a Tennessee corporation is a two-step, two-fee process: Articles of Dissolution (SS-4410, $20), then Articles of Termination of Corporate Existence (SS-4412, $20) after obtaining Department of Revenue tax clearance.
  • The tax clearance requirement also applies to a foreign corporation withdrawing its certificate of authority.
  • A corporation that never issued shares or commenced business can instead file Articles of Dissolution and Termination by Incorporators or Initial Directors (SS-4423, $20) in one step.
  • If a resale certificate was held, suppliers must be notified in writing that it is no longer valid, and any licenses or permits must be surrendered to the Department of Revenue.

Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.

Build your Tennessee wind-down runbook

Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.