Every LLC registered in Tennessee has to file a Tennessee LLC annual report with the Secretary of State each year and pay a fee that starts at $300. The deadline is the first day of the fourth month after your LLC’s fiscal year ends, which falls on April 1 for the typical calendar-year business. Miss it by more than two months and the state can administratively dissolve your LLC, stripping away the liability protection that made the LLC worth forming in the first place.
When the Report Is Due
Tennessee Code 48-249-1017 sets the deadline at the first day of the fourth month after your LLC’s fiscal year closes.1Justia. Tennessee Code 48-249-1017 – Annual Report for Secretary If your fiscal year runs January through December, that puts your deadline on April 1. If you use a different fiscal year, count four months forward from its close.
There are no extensions and no grace period. You can file as early as the first day of the last month of your fiscal year, so a calendar-year LLC can submit its report any time from December 1 through April 1. The rule applies the same way to domestic LLCs formed in Tennessee and foreign LLCs registered to do business there.
What It Costs
The base fee is $300, which covers an LLC with up to six members. For each additional member above six, the fee goes up by $50, capped at $3,000.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses A quick breakdown:
- 1 to 6 members: $300
- 7 members: $350
- 8 members: $400
- 60 or more members: $3,000
The online system calculates the fee from the member count you enter. For paper filings, include a check or money order payable to the Tennessee Secretary of State. Sending the wrong amount is one of the most common reasons a report gets kicked back, so verify your member count before submitting.
How to File
The fastest route is the Secretary of State’s online portal, TNCaB, at tncab.tnsos.gov. Create an account if you don’t have one, and the system walks through each required field. Online filings process faster than paper.
If you’d rather mail it, download the annual report form from the Business Forms and Fees page at sos.tn.gov and send the completed form with payment to the Division of Business Services. Build in extra time if your deadline is close.
What You’ll Need to Report
The report collects basic identifying information:
- Legal name of the LLC exactly as it appears in state records, plus any assumed name (DBA)
- SOS control number, searchable at tnbear.tn.gov
- Principal office address (a physical street address)
- Registered agent’s name and physical Tennessee address
- Management structure: member-managed or manager-managed
If anything has changed since last year, the annual report is where you update it.
Changing Address or Registered Agent Between Reports
You don’t have to wait for the next report to update core details. A principal office address change can be filed online through TNCaB or on paper using Form SS-4800. A registered agent change requires a statement of change with the Secretary of State under Tennessee Code 48-208-102.3Justia. Tennessee Code 48-208-102 – Change of Registered Office or Registered Agent Either filing costs $20.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses Keeping the registered agent current is especially important: if a process server can’t reach your agent when a lawsuit is filed, you can miss a legal deadline without ever knowing a case was pending.
What Happens If You Miss the Deadline
Tennessee doesn’t charge a late fee. The penalty is heavier than that. If you don’t deliver a properly completed annual report within two months after the deadline, the Secretary of State can begin administrative dissolution proceedings against the LLC under Tennessee Code 48-249-604.4Justia. Tennessee Code 48-249-604 – Grounds for Administrative Dissolution
An administratively dissolved LLC can’t legally operate, sign contracts, or file lawsuits. It also puts personal liability protection at risk. If someone sues the LLC after dissolution, members may lose the shield that separates their personal assets from business claims. Existing claims survive dissolution too, so creditors and other parties can still come after what they’re owed.5Justia. Tennessee Code 48-249-608 – Articles of Termination Following Administrative Dissolution
Getting Reinstated After Dissolution
If your LLC has already been dissolved, you can apply for reinstatement by filing Form SS-9410 with the Secretary of State. The reinstatement fee is $70.6Tennessee Secretary of State. Business Forms and Fees You also have to file every missed annual report and pay the fees that went with each one, which adds up fast for a multi-member LLC that’s been dissolved for several years.
Move quickly. The longer the LLC sits dissolved, the greater the risk that someone else registers your name. If that happens, reinstatement will force you to pick a new name, which cascades into problems with contracts, bank accounts, and anything else tied to the original.
Not the Same as the Franchise and Excise Tax Return
The annual report goes to the Secretary of State. It is a separate filing from Tennessee’s Franchise and Excise Tax return, which goes to the Department of Revenue.7TN.gov. Franchise and Excise Tax Manual Filing one does not satisfy the other. For a calendar-year LLC, the tax return is due April 15, two weeks after the annual report, and a seven-month extension is available for the tax return but not the annual report.8TN.gov. Due Dates and Tax Rates Put both dates on the calendar.