Tennessee Certificate of Formation: What to File (2026)
Tennessee does not issue a "Certificate of Formation." To create a Tennessee LLC you file the Articles of Organization (Form SS-4270) with the Tennessee Secretary of State - $50 per member, with a $300 minimum. A for-profit corporation instead files a Charter (Form SS-4417) for $100. A certificate of existence (proof of good standing) is a different document and costs $20.
Quick Answer
- Tennessee term
- Articles of Organization (LLC) - no "Certificate of Formation"
- LLC form
- Form SS-4270 - $50/member, $300 minimum, Secretary of State
- Corporation form
- Charter (Form SS-4417) - $100
- Where "Certificate of Formation" applies
- Texas, Delaware, Washington, New Jersey
- Certificate of existence
- Proof of good standing - $20, does not create the entity
- File through
- Business Services Online (Secretary of State)
Tennessee Has No "Certificate of Formation"
If you searched for a Tennessee Certificate of Formation, the short answer is that Tennessee does not have one. "Certificate of Formation" is the name that certain other states give to the document that creates an LLC - most notably Texas (Form 205), Delaware, Washington, and New Jersey. Tennessee uses a different name for the same legal act. This is a common source of confusion because formation terminology is not uniform across the 50 states, and templates written for one state often borrow another state's vocabulary.
In Tennessee, the document that legally creates a limited liability company is the Articles of Organization, issued by the Tennessee Secretary of State as Form SS-4270. So when a bank, investor, or out-of-state office asks a Tennessee LLC for its "certificate of formation," what they actually need is your filed Articles of Organization (or, in some cases, a certificate of existence - explained below).
For an LLC: Articles of Organization (Form SS-4270)
To form a Tennessee LLC you file Form SS-4270, Articles of Organization, with the Secretary of State's Division of Business Services and pay $50 per member, subject to a $300 minimum and a $3,000 maximum under Tenn. Code section 48-249-1007. Because of the $300 floor, an LLC with six or fewer members pays $300 to organize. The Articles of Organization state the LLC name, the registered agent, the number of members, the management structure, and the principal office. The Secretary of State's acceptance of Form SS-4270 is what brings the LLC into legal existence. For the full walk-through, see Tennessee Articles of Organization and how to form an LLC in Tennessee.
For a Corporation: Charter (Form SS-4417)
If you are forming a corporation rather than an LLC, the creating document in Tennessee is the Charter, not "Articles of Incorporation" and not a "Certificate of Formation." A for-profit corporation files Form SS-4417 with the Secretary of State for a $100 filing fee, setting out the items required under Tenn. Code section 48-12-102 (the corporate name, number of authorized shares, registered agent, and incorporator). A nonprofit corporation instead files its own Charter (Form SS-4418). Choosing between an LLC and a corporation affects taxes and governance; compare structures at LLC vs corporation and S-corp vs LLC.
Terminology by State: What Maps to What
The table below maps the "Certificate of Formation" concept to the correct Tennessee document and shows how a few other states name it. This is why the same idea appears under different labels.
| State | LLC creating document | Filed with |
|---|---|---|
| Tennessee | Articles of Organization (Form SS-4270) | Secretary of State |
| Texas | Certificate of Formation (Form 205) | Secretary of State |
| Delaware | Certificate of Formation | Division of Corporations |
| Washington | Certificate of Formation | Secretary of State |
| California / New York | Articles of Organization | State filing office |
Whatever the label, the function is the same: a short public filing that creates the entity and is separate from the internal operating agreement, which Tennessee never files. The practical takeaway is to ignore the label and match the document to the action you need. If you are creating a new Tennessee LLC, you want Form SS-4270. If a lender or a government office elsewhere asks a Tennessee company for its "certificate of formation," they will almost always accept the filed Articles of Organization or a certificate of existence in its place. When in doubt, ask which of the two they need: the creating document or proof of current good standing.
Certificate of Existence vs Articles of Organization
A related document people confuse with a "certificate of formation" is the certificate of existence (Tennessee's name for a certificate of good standing). These are not the same thing:
- Articles of Organization (Form SS-4270) - the filing that creates the LLC. You file it once, at the start.
- Certificate of existence - a certificate the Secretary of State issues later that confirms an existing entity is in existence and in good standing. It costs $20 and is often requested by banks or by other states when you register to do business there.
You can verify an entity's current standing for free using the Tennessee business entity search before paying for a certificate. If you need a stamped copy of the actual formation document, order a certified copy of your Articles of Organization from the Secretary of State.
Tennessee Formation Fees (2026)
The fees below are set by the Tennessee Secretary of State and the Department of Revenue, and apply whichever term you started your search with.
| Item | Form | Fee (2026) | Agency |
|---|---|---|---|
| Articles of Organization (create LLC) | SS-4270 | $50/member; $300 min, $3,000 max | Secretary of State |
| Charter (create for-profit corporation) | SS-4417 | $100 | Secretary of State |
| Certificate of existence | Business Services Online | $20 | Secretary of State |
| Franchise & excise tax | FAE 170 | 0.25% net worth ($100 min) + 6.5% excise | Department of Revenue |
| Federal EIN | IRS Form SS-4 | $0 (free) | IRS |
Confirm current certified-copy and expedite charges on the Secretary of State's Business Forms & Fees page. For ongoing costs, see how much a Tennessee LLC costs.
After You Form the Entity
Once the Secretary of State accepts your Articles of Organization, several obligations follow: get a federal EIN from the IRS; adopt an operating agreement; register for franchise and excise tax with the Department of Revenue; obtain any local business license; and file an annual report each year to stay in good standing. Keeping your registered agent current avoids administrative dissolution. When you eventually close the business, you file Articles of Termination - see how to dissolve an LLC in Tennessee.
Frequently Asked Questions
Does Tennessee have a Certificate of Formation?
No. Tennessee uses the Articles of Organization (Form SS-4270) to create an LLC, at $50 per member with a $300 minimum. "Certificate of Formation" is the term used in Texas, Delaware, Washington, and New Jersey.
What is the Tennessee equivalent of a Certificate of Formation?
For an LLC it is the Articles of Organization (Form SS-4270); for a for-profit corporation it is the Charter (Form SS-4417). Both are filed with the Tennessee Secretary of State.
How much does it cost to form a Tennessee LLC?
The Form SS-4270 fee is $50 per member, with a $300 minimum and a $3,000 maximum, so most LLCs pay $300. A corporation Charter costs $100. See Tennessee LLC cost.
Is a certificate of existence the same as a Certificate of Formation?
No. A certificate of existence ($20) confirms an existing entity is in good standing; it does not create the entity. The Articles of Organization create a Tennessee LLC.
Where do I file to form a business in Tennessee?
With the Tennessee Secretary of State, Division of Business Services, through Business Services Online. Assumed names (DBAs) are also filed there - see Tennessee DBA filing.
Related
- How to form an LLC (cluster hub)
- How to form an LLC in Tennessee
- Tennessee Articles of Organization (Form SS-4270)
- Tennessee business entity search
- Tennessee registered agent requirements
- How much does a Tennessee LLC cost?
- Tennessee annual report
- Tennessee operating agreement
- Tennessee DBA (assumed name) filing
- Texas Certificate of Formation (sibling)
Sources
- Tennessee Secretary of State - Business Forms & Fees (Form SS-4270 Articles of Organization; Form SS-4417 for-profit Charter, $100; certificate of existence, $20).
- Tennessee Secretary of State - What is the required filing fee? ($50/member LLC fee; $300 minimum, $3,000 maximum).
- Tennessee Secretary of State - Businesses (Division of Business Services) (Business Services Online filing portal).
- Tennessee Secretary of State - Business Entity Search (verify good standing before ordering a certificate).
- Tennessee Code - § 48-249-202, Articles of organization (LLC creating document).
- Tennessee Code - § 48-249-1007, Filing, service and copying fees.
- Texas Secretary of State - Business Organizations Code Forms (Texas uses Certificate of Formation, Form 205).
- Delaware Division of Corporations - How to Form a New Business Entity (Delaware LLCs file a Certificate of Formation).
- Washington Secretary of State - Business Entities (Washington LLCs file a Certificate of Formation).
- Tennessee Department of Revenue - Franchise & Excise Tax (ongoing tax after formation).
- IRS - Limited Liability Company (LLC) (federal default classification).
- IRS - Get an Employer Identification Number (free EIN).
LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Tennessee Secretary of State and Tennessee Department of Revenue before acting.