Every corporation registered in Tennessee must file a Tennessee corporation annual report with the Secretary of State each year. The fee is $20, and the deadline is the first day of the fourth month after your corporation’s fiscal year ends. For calendar-year corporations, that means April 1. Miss it by more than two months and the state can begin dissolving your corporation.
When the Report Is Due
The deadline is tied to your corporation’s own fiscal year, not a single statewide date. Take the month your fiscal year ends, count forward three months, and file by the first day of the next month. A corporation with a December 31 fiscal year end files by April 1. A corporation with a June 30 fiscal year end files by October 1.1Justia. Tennessee Code 48-26-203 – Filing Annual Report With Secretary of State
Both domestic corporations formed in Tennessee and foreign corporations authorized to do business here must file. The requirement covers for-profit corporations under Tennessee Code 48-26-203 and nonprofit corporations under Tennessee Code 48-66-203.1Justia. Tennessee Code 48-26-203 – Filing Annual Report With Secretary of State2Justia. Tennessee Code 48-66-203 – Annual Report for Secretary of State
What You’ll Need to Report
The report collects current identifying and contact information. For a for-profit corporation, you’ll provide:
- Corporation name and the state or country where you incorporated.
- Street address of your registered office in Tennessee, including zip code and county, plus the name of your registered agent at that address.
- Street address of your principal office. If USPS doesn’t deliver to that street address, you can also list a P.O. Box as a mailing address.
- Names and business addresses of each director and principal officer.
- Your federal employer identification number (FEIN), or your Secretary of State control number.
The information must be current as of the date you sign the report. A for-profit corporation must list at least one officer.1Justia. Tennessee Code 48-26-203 – Filing Annual Report With Secretary of State3Tennessee Secretary of State. Frequently Asked Questions for Businesses
Extra Fields for Nonprofits
Nonprofit corporations must indicate whether the corporation is a public benefit or mutual benefit corporation. For a foreign nonprofit, indicate which category it would fall into if it had been formed in Tennessee. Domestic religious corporations must identify themselves as such. Nonprofits need at least three directors on the board, and the annual report must include a president and secretary.2Justia. Tennessee Code 48-66-203 – Annual Report for Secretary of State4Justia. Tennessee Code 48-58-103 – Number of Directors3Tennessee Secretary of State. Frequently Asked Questions for Businesses
One exception: nonprofits exempt from income tax under IRC Section 501(c)(3) that are currently operating do not need to list their directors and principal officers.2Justia. Tennessee Code 48-66-203 – Annual Report for Secretary of State
Filing Fee
The annual report fee is $20 for both for-profit and nonprofit corporations. If you’re changing your registered agent or registered office as part of the filing, add another $20.3Tennessee Secretary of State. Frequently Asked Questions for Businesses
Payment must accompany the filing. Online submissions accept credit and debit cards along with electronic checks. Mailed reports require a check or money order payable to the Tennessee Secretary of State. The state doesn’t issue refunds for incorrect filings, so check everything before you submit.
How to File
The fastest route is online, through the Tennessee Secretary of State’s Business Services portal at sos.tn.gov. You’ll need your corporation’s control number (assigned when you first registered with the state) to pull up your record, update the required fields, and pay. You get immediate confirmation.
To file by mail, download the paper form from the Secretary of State’s website, complete it in ink or by typing, sign and date it, and mail it with your payment to:
Tennessee Secretary of State
ATTN: Corporate Filing
312 Rosa L. Parks Ave, 6th Floor
Nashville, TN 37243
The report must be signed by an authorized officer or director. Unsigned or undated reports are a common reason for rejection, and using a trackable mailing method gives you proof of delivery.3Tennessee Secretary of State. Frequently Asked Questions for Businesses
What Happens If You File Late
Tennessee doesn’t charge a late fee, but the consequence is worse than a penalty. Once your report is more than two months overdue, the Secretary of State can begin administrative dissolution proceedings against a domestic corporation, or revocation of authority for a foreign corporation.5Justia. Tennessee Code 48-24-201 – Grounds for Administrative Dissolution
The process starts with a notice from the Secretary of State that dissolution or revocation is pending. If you still don’t file, the state moves forward. A dissolved corporation continues to exist on paper but can only conduct business necessary to wind up its affairs and notify creditors. It cannot operate normally.6Justia. Tennessee Code 48-24-202 – Procedure for and Effect of Administrative Dissolution
Reinstating a Dissolved Corporation
If your corporation has already been administratively dissolved, you can apply to the Secretary of State for reinstatement. The application must state that the grounds for dissolution no longer exist, meaning you’ve filed the overdue reports and paid outstanding fees. It must also provide a corporate name that satisfies Tennessee’s naming requirements. If your original name was taken while you were dissolved, the reinstatement application doubles as a charter amendment for the new name.7Justia. Tennessee Code 48-24-203 – Reinstatement Following Administrative Dissolution
When reinstatement takes effect, it relates back to the date of dissolution, so legally it’s as if the dissolution never happened. Nonprofit corporations reinstate under a parallel statute.8Justia. Tennessee Code 48-64-203 – Reinstatement Following Administrative Dissolution
Updating Information Between Reports
If your registered agent, registered office, or officer and director information changes after you’ve filed, you can update most of those details through an amended annual report or a standalone change-of-agent filing with the Secretary of State.9Tennessee Secretary of State. File Amendments or Update a Business Record
The Annual Report Is Not the Franchise and Excise Tax
The Secretary of State’s annual report is a separate obligation from Tennessee’s franchise and excise tax, which is administered by the Tennessee Department of Revenue. Corporations subject to that tax have their own filing deadlines and a minimum franchise tax. Filing one does not satisfy the other, so keep both on your compliance calendar.