State tax guides
Tennessee LLC & corporation registration and tax requirements
A general guide to forming, registering and keeping a company compliant in Tennessee. Businesses are registered with the Secretary of State. Tennessee does not tax wages, but its franchise and excise taxes apply to most LLCs as well as corporations.
Single-member LLCs in Tennessee
A single-member LLC is registered with the Secretary of State by filing articles of organization. For federal tax purposes it is usually a disregarded entity, and its ongoing Tennessee obligations typically include: annual report. Tennessee does not tax individual wages or pass-through business profit, so LLC and S corporation owners usually have no Tennessee personal income tax return for that income.
Multi-member LLCs in Tennessee
A multi-member LLC is generally taxed as a partnership and files a federal Form 1065 with K-1s for each member. In Tennessee, it keeps the same registration and report obligations, and the state may require a partnership return or withholding for nonresident members. Business-level taxes to watch: Franchise and excise taxes apply to LLCs, corporations and most limited partnerships.
Corporations in Tennessee
A corporation files articles of incorporation with the Secretary of State, appoints directors and officers, and keeps its Tennessee registration current. Franchise and excise taxes apply to LLCs, corporations and most limited partnerships. Corporations also file federal Form 1120 and, when doing business in Tennessee, a Tennessee corporate return where one is required.
S corporations in Tennessee
An S corporation is a federal tax election (Form 2553), not a separate entity type. Not every state treats S corporations the same way—in Tennessee, review how the state taxes S corporation income and whether entity-level taxes or fees still apply. Nonresident aliens cannot be S corporation shareholders, so foreign owners usually use an LLC or C corporation instead.
Foreign-owned U.S. LLCs and corporations in Tennessee
Foreign individuals and companies can own an LLC or corporation in Tennessee. State requirements are generally the same as for U.S. owners, but federal rules add filings such as Form 5472 with a pro forma Form 1120 for foreign-owned single-member LLCs, and possible withholding on income allocated to foreign partners. Chirino USA helps foreign owners keep both the Tennessee filings and the IRS filings in order.
Companies formed in another state that do business in Tennessee
An LLC or corporation formed elsewhere—such as in Delaware, Wyoming or Florida—that has employees, an office, property or regular operations in Tennessee usually must register as a "foreign" entity with the Secretary of State (foreign qualification). Once registered, it generally follows Tennessee's report and tax rules as well as those of its home state.
Registered agent requirements
Every LLC and corporation registered in Tennessee must keep a registered agent with a physical address in the state to receive legal and state notices. Owners who live abroad or in another state typically use a commercial registered agent service.
General filing deadlines
Annual or periodic report: Annual report. State income or franchise tax returns generally follow federal due dates or shortly after, and extensions for state returns do not always extend the time to pay. Missing state filings can lead to penalties, loss of good standing and eventual administrative dissolution.
Multi-state business considerations
Companies that sell, hire or hold property in more than one state may have to register and file in each of them. Income is usually apportioned among states, and sales tax registration can be triggered separately from income tax. We review where your company is "doing business" so you file in Tennessee and other states only where required.
This guide is general information and not legal or tax advice. State rules, fees and deadlines change; we confirm current requirements for your situation before filing.
Tennessee LLC and corporation FAQs
Do I need an accountant for my Tennessee LLC?
Not always, but a professional helps make sure your Tennessee registration, annual reports and state taxes are coordinated with your federal returns. Chirino USA assists single-member and multi-member LLCs, corporations and S corporations with Tennessee compliance.
Does my LLC need to register in Tennessee if it was formed in another state?
If your company has a physical presence, employees or regular business activity in Tennessee, it usually needs foreign qualification with the Secretary of State. Simply owning a company formed elsewhere is not enough by itself; it depends on your activities.
What state taxes apply to a foreign-owned LLC in Tennessee?
Franchise and excise taxes apply to LLCs, corporations and most limited partnerships. Foreign owners also have federal obligations such as Form 5472 for single-member LLCs.
What annual filings does a Tennessee company have?
Annual report. Most companies also have federal and, where applicable, state income tax filings each year.
All 50 state guides
- Alabama
- Alaska
- Arizona
- Arkansas
- California
- Colorado
- Connecticut
- Delaware
- Florida
- Georgia
- Hawaii
- Idaho
- Illinois
- Indiana
- Iowa
- Kansas
- Kentucky
- Louisiana
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- Missouri
- Montana
- Nebraska
- Nevada
- New Hampshire
- New Jersey
- New Mexico
- New York
- North Carolina
- North Dakota
- Ohio
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- South Dakota
- Tennessee
- Texas
- Utah
- Vermont
- Virginia
- Washington
- West Virginia
- Wisconsin
- Wyoming
Need help with Tennessee state filings?
Chirino USA Accountants & Advisors assists U.S. and international clients with Tennessee registration and tax compliance for LLCs, corporations, S corporations and foreign-owned U.S. businesses.