How to Dissolve an LLC in Tennessee: A Simple Guide

Dissolving an LLC in Tennessee means you need to complete a few legal steps to officially close your business. The biggest task is filing the Articles of Dissolution with the Tennessee Secretary of State and wrapping up any loose ends, like debts and taxes.

This is how you make sure the LLC is really closed and doesn’t end up responsible for future obligations. Before you file anything, members usually agree to dissolve the company and take care of things like notifying creditors and paying final taxes.

Once you submit the paperwork, the process often takes just a few days. Making it official now can save you from headaches or surprise bills later.

Good recordkeeping after you dissolve the LLC matters, too. If you know what’s required at each step, you’re less likely to miss something or waste time.

Key Takeways

• Filing dissolution paperwork is essential to end the LLC legally.
• All debts and final business obligations must be settled before closing.
• Keeping clear records after dissolution supports future compliance.

Legal Steps to Dissolve an LLC in Tennessee

To dissolve an LLC in Tennessee, you’ll need to take a few legal actions to close things out the right way. This means making a formal decision, filing the right forms, and meeting the state’s rules.

Save the Hassle and Get Bizzee to Do It For You

As you can see, there is considerable work in doing a dissolution and in the interests of ensuring it is done correctly, many people use a service like Bizee to do the dissolution. It is quick, easy and comparatively cheap.

Officially Voting to Dissolve

First, the LLC members need to agree to dissolve the business. Usually, there’s a vote based on the LLC’s operating agreement, or state law if you don’t have one.

The agreement might say you need a majority or unanimous vote. Make sure you write down this decision in meeting minutes or a resolution—it’s important legal proof.

Filing Articles of Dissolution

Next, you file Articles of Dissolution with the Tennessee Secretary of State. This lets the state know you’re shutting down the LLC.

It costs $20 to file. You can print the form, fill it out by typing or handwriting in black or blue ink, and then submit it online or by mail.

The form just needs your LLC’s name, the dissolution date, and a statement confirming the members’ decision. Once the state processes it, your LLC is officially done.

Complying With Tennessee Secretary of State Requirements

After you file, you still have to settle up with the state. You’ll need a certificate of tax clearance from the Tennessee Department of Revenue to prove you’ve paid all taxes.

Make sure you notify any other state agencies and pay off any last fees or taxes. If you skip something, the state might hold up your dissolution.

It’s smart to keep your records organized and up to date with the Secretary of State. You can find more details on the Tennessee Secretary of State business forms and fees page.

Settling Debts and Final Obligations

Before you close your LLC in Tennessee, you’ve got to take care of all debts and obligations. That means telling anyone you owe money, paying bills and taxes, and making sure leftover assets go to the right people.

Notifying Creditors and Claimants

Let all creditors and claimants know you’re dissolving. This covers vendors, suppliers, lenders—anyone with outstanding claims.

Usually, you send a written notice with details about the dissolution. Keep records of what you send and any replies.

Paying Remaining Liabilities

Pay off every last debt and liability before you close up shop. This means loans, unpaid bills, taxes, wages—everything.

Tennessee law says you’ve got to pay these before you officially dissolve. File your final tax returns and get tax clearance, too.

Distributing Remaining Assets to Members

After you’ve paid all debts, any assets left over go to the LLC members. How you divide things depends on your operating agreement, or state law if you don’t have one.

Make distributions only after settling all liabilities, and keep it documented. Members might get cash, property, or other assets as their share.

If you want a step-by-step guide, check out How to dissolve an LLC in Tennessee.

Tax and Regulatory Considerations

Don’t forget about the tax and regulatory steps. You’ll need to close tax accounts, cancel licenses, and file your final tax returns properly and on time.

Closing Tennessee State Tax Accounts

Let the Tennessee Department of Revenue know you’re closing. Close all your state tax accounts—sales tax, franchise tax, withholding tax, whatever applies.

Make sure you’ve paid any outstanding taxes before closing accounts. Sometimes you’ll need a certificate of tax clearance for your final paperwork.

It’s a good idea to check the Department of Revenue’s website for the latest forms and instructions.

Cancelling Business Licenses and Permits

Cancel any business licenses or permits you have, both state and local. This could be professional licenses, sales permits, health permits, and so on.

Each license has its own cancellation steps, usually a written or online notice. If you forget, you might get stuck with extra fees or penalties.

Check with your city or county office, too—they might have more requirements.

Filing Final Tax Returns

File all your final tax returns with the Tennessee Department of Revenue and the IRS. This covers income tax, franchise and excise taxes, and employment taxes.

Mark these as “final” returns and pay any taxes due to avoid penalties. Watch those deadlines—missing one can cause trouble.

You might need to show proof of tax payments to finish dissolving with the state. For more details, see how to dissolve an LLC in Tennessee.

Using an LLC formation service

Honestly, using an LLC formation service can make dissolving your Tennessee LLC way less stressful. These services handle the paperwork and filings so you’re less likely to mess something up.

They’ll guide you step-by-step and help you avoid delays from missing or wrong documents. Bizee is one option—it lets you file your Articles of Dissolution online, which can save a lot of time.

Services like Bizee also send reminders and offer support if you get stuck. That’s pretty handy for staying on track.

Here’s what these services usually do:

• Prepare the dissolution documents
• File documents with the Tennessee Secretary of State
• Give you confirmation once it’s filed
• Offer customer support for questions

If legal forms or paperwork aren’t your thing, a service like this can be a real lifesaver. It just makes the process smoother and less nerve-wracking.

For a closer look, check out this guide on closing an LLC in Tennessee.

Post-Dissolution Recordkeeping and Compliance

Once your LLC is dissolved, you still have some work to do with records and registrations. This helps you avoid legal or money issues down the road.

Retaining Business Records

Hang on to important documents for a few years after you dissolve. This means tax returns, financial statements, contracts, and employee records.

Tennessee law might require you to keep some records for at least five years. Keep them safe but easy to access if you ever need to answer tax or legal questions. Digital copies are fine as long as you back them up.

Good record retention helps if old debts or claims pop up. It’s just smart to stay organized, even after the LLC is gone.

Updating Business Registrations

After dissolving the LLC, you’ll want to update or cancel any registrations with state and local agencies. This covers places like the Tennessee Department of Revenue and any business licenses you might have picked up along the way.

Canceling permits helps you dodge extra fees and tax obligations. Remember to close out employer accounts tied to the LLC, such as unemployment insurance.

If you skip these updates, you could end up with penalties or surprise tax bills. You can use online systems like TNTAP or just reach out to the right agencies directly to sort things out.

For more on the paperwork side of things, check out how to dissolve an LLC in Tennessee.