| Department of Revenue | Website Login Phone: 615-253-0700 |
| Secretary of State | website Phone: 615-741-2286 Business Search click Business Entity Search |
| Annual Report File Annual Report | File online with Secretary of State: website Fee: $300 for up to six members, $50 of each additional member over six; max fee $3,000 This is different from Franchise & Excise tax filed with Department of Revenue |
| Dissolve LLC | Info | Steps Franchise & Excise (Close / Dissolve Business) 1. Must obtain a certificate of tax clearance from the Department of Revenue. Call Department of Revenue. 2. To obtain a certificate of tax clearance, a business must file all returns to date and make all required payments, penalties and fees. The certificate will be mailed to the taxpayer’s listed mailing address. 2a. When you file FINAL return, their system will auto check that all fees are paid and will auto generate tax clearance letter. 3. To complete the remainder of the termination or withdrawal process with the state, taxpayers should contact the Tennessee Secretary of State’s Office for their requirements. |
| Dissolve LLC that has been Administratively Terminated | While company does not have to be reinstated, it does need to be dissolved correctly. Otherwise, company remains active and incurring fees with TN Department of Revenue. 1. TN Department of Revenue: a. File [2023] Franchise & Excise Tax Return (FAE 170) and Mark Final. b. After [2023] return has been processed, Dept of Revenue will send Tax Clearance Certificate to Secretary of State. You can call Secretary of State to see if they have received tax clearance certificate. Note: Secretary of State will not dissolve company without this certificate. 2. TN Secretary of State: a. File Form 4243 – Articles of Termination Following Administrative Dissolution (Fee $100) b. File Form 4521 – Written Consent to Termination LLC (Fee $0) c. You can file forms online – website |
| Tax Return FAE 170 | Franchise / Excise Tax Return You pay both a franchise tax and excise tax Franchise Tax 1. Calculated as .25% of your company’s Tennessee-apportioned Net Worth, with minimum required payment of $100. 1. Must file even if no activity. 2. Minimum Fee $100 3. If NO activity, can file online with Dept of Revenue (Minimum F&E Tax) 4. If activity, must file form FAE-170 Excise Tax 1. Calculated as 6.5% of your company’s company’s Tennessee-apportioned Net Earnings . 2. There is no minimum fee 3. If your business has a net loss, your excise tax liability for that year is $0 FAE 170 Return as four Filings J1 – Partnerships J2 – Single Member LLC J3 – S-Corporation J4 – Other Entities LLC elected to be S-Corp – File FAE 170 for period entity had schedule C income. Report income in section J2 – File FAE 170 for period entity operated as S-Corp. Report income in section J3. – While technically there is only one FAE 170, it has 4 different filing sections. – Because you are filing two types (one LLC and one S-Corp), you will pay the minimum exercise ($100) tax twice. Remember you are filing FAE 100 for LLC, then another one for S-Corp. – Yes, account number and EIN are the same for both LLC and S-Corp when filing. Unless you have registered something different for each entity. Franchise / Excise Tax Return is different from annual report |
| Change from LLC to S-Corp | This is a tax change, not a legal structure change 1. Nothing to file with Secretary of State or Department of revenue 2. Your business legal structure remains and LLC 3. When filing FAE 170, complete section J3 for S-Corp 4. You should send copy of your IRS CP261 Notice, which shows IRS confirm your S-Corp status. You can do this with your TNTAP Account. |