Fifty dollars a member, floored at three hundred, capped at three thousand
The Secretary of State’s Business Forms & Fees table lists “Articles of Organization Limited Liability Company”, form SS-4270, at “$300*”. Read on September 3, 2026, the asterisk is not defined anywhere near the row. It is defined near the bottom of a very long page, in a three-line legend that reads “*Additional Fees May Apply”, “+Additional Form Fee” and “*+ Additional Fees May Apply & Additional Form Fee”.
A reader who takes the $300 and moves on has a number that is right for some Tennessee LLCs and wrong for others, with nothing on the row to indicate which. The state does resolve it, but on the form rather than on the fee table.
Form SS-4270 states the rule in a single line under its heading: “Filing Fee: $50.00 per member (minimum fee = $300/maximum fee = $3,000)”. That is the whole mechanism. Fifty dollars for each member of the limited liability company, subject to a floor and a ceiling.
Work the arithmetic through and the structure becomes clear. A single-member LLC — the ordinary shape of an owner-operator’s company — computes at $50 and pays $300, because the floor binds. So does a two-member, a three-member, a four-member and a five-member company. At six members the computation reaches $300 exactly and the floor stops doing any work. From the seventh member onward each additional member genuinely adds $50, up to the $3,000 ceiling at sixty members.
For a new venture the practical reading is that the first six members are free at the margin and the seventh is not. A husband-and-wife operation, or a three-way partnership between drivers, pays exactly what a solo owner-operator pays. That is unusual enough to be worth knowing before the ownership structure is decided rather than after it is filed.
Two related figures on the same fee table are worth having. An Application for Name Reservation, form SS-4228, is $20. Amended and Restated Articles of Organization, form SS-4701, are $20 — so restating the articles later is inexpensive relative to the original filing. A Statement of Resignation of Registered Agent, form SS-4420, is $20.
The form’s instruction page carries the rule in a fuller form, and it adds two conditions the heading line does not. It reads: “The filing fee for Articles of Organization is $50.00 per member in existence on the date of the filing, with a minimum fee of $300.00 and a maximum fee of $3,000.00. If its Articles of Organization prohibit the LLC from doing business in Tennessee, the filing fee is $300.00, regardless of the number of members in existence on the date of filing.”
“In existence on the date of the filing” fixes the measurement to a moment rather than to an intention. Members admitted after filing do not retroactively increase the fee, and members contemplated but not yet admitted do not count toward it. The form asks for the figure directly at item 11, “Number of Members at the date of filing”, so the number is declared rather than inferred.
The instructions also identify at least one thing the fee table’s asterisk is pointing at. They state that “When paying by credit card, debit card, or e-check, there is a convenience fee that covers the transaction costs incurred by the Division of Business and Charitable Organizations when accepting online or in-person payments”, and offer the way around it: “Applicants who do not wish to pay the convenience fee may choose to complete and mail the form along with a check, cashier’s check, or money order.”
Two rejection rules sit alongside the fee and both are absolute in their wording. Documents “that are inaccurate, incomplete, or illegible will be rejected”, and separately, “Articles of Organization submitted without the proper filing fee will be rejected.” Given that the proper fee depends on a member count the filer supplies, an error at item 11 is a fee error, and a fee error is a rejection rather than a query.
The hedge on the fee table remains load-bearing even after the form resolves the per-member basis, and it is not resolved away here. “Additional Fees May Apply” is the state’s own language attached to its own figure, and the $300 is correctly read as a floor rather than as a price.
- Fee table: Articles of Organization, form SS-4270, listed as “$300*”, with the asterisk defined far down the page as “*Additional Fees May Apply”.
- Form SS-4270 itself: “Filing Fee: $50.00 per member (minimum fee = $300/maximum fee = $3,000)”.
- A one-member through five-member LLC all pay the $300 floor; at six members the computation meets it exactly.
- From the seventh member each additional member adds $50, to a $3,000 ceiling.
- Related fees on the same table: name reservation SS-4228 $20; amended and restated articles SS-4701 $20; registered agent resignation SS-4420 $20.
- All read on the Tennessee Secretary of State’s own table and form, September 3, 2026.