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The first step in terminating a Tennessee LLC is to file Form SS-4246, Notice of Dissolution (Limited Liability Company) with the Department of State, Division of Business Services (DBS). After you file notice of dissolution and wind up your business, you will have to file the appropriate Articles of Termination.
Businesses holding minimal activity licenses should contact the county clerk and city recorder's office to advise them that the business is no longer operational. If the business is sold to another entity, purchase money should be withheld to cover any taxes, interest, and penalties that the business may owe.
What You Can Do Here File an Application for Reinstatement for a business and pay the fee online. The filing fee is $70.Print and Mail the Application for Reinstement. Information will be collected through the online tool, and then printed on the correct form to be mailed to the Secretary of State with payment.
Filing dissolution documents is the first step and requires the business to wind-up its business and affairs. Once that is complete and the entity has obtained a Certificate of Tax Clearance for Termination/Withdrawal from the Tennessee Department of Revenue, the business entity may file termination documents.
The Tennessee withdrawal forms are in your online account when you sign up for registered agent service and are available on the DBS website. Deliver your corporation or LLC's original application for withdrawal and the filing fee by mail or in person.
Submit a written Consent to Dissolution to the Tennessee Secretary of State. Submit any required annual reports to the Tennessee Secretary of State. Pay off any outstanding business debts. Pay any outstanding taxes and administrative fees.
Tennessee requires LLCs to file an annual report and pay a franchise tax. The annual report is due on or before the first day of the fourth month following the close of the LLC's fiscal year.
To obtain a certificate of tax clearance, a business must file all returns to date and make all required payments. This includes filing a final franchise & excise tax return through the date of liquidation or the date the taxpayer ceased operations in Tennessee.