Every Tennessee LLC files an annual report with the Secretary of State on the first day of the fourth month after its fiscal year ends, and the fee starts at $300. For a calendar-year LLC, that means April 1. Miss the deadline by two months and the state can administratively dissolve your LLC, which strips the liability protection you formed the LLC to get.1Justia. Tennessee Code 48-249-1017 – Annual Report for Secretary
The requirement applies to both domestic LLCs formed under Tennessee law and foreign LLCs registered to do business in the state. Same deadline, same fee schedule, same consequences.
When the Report Is Due
The due date is tied to your fiscal year, not the calendar. Count four months from the close of your fiscal year, and the first day of that fourth month is your deadline.1Justia. Tennessee Code 48-249-1017 – Annual Report for Secretary If your LLC runs on the standard January-through-December year, that lands on April 1. If you use a July-through-June fiscal year, your deadline is November 1.
Tennessee doesn’t grant extensions and doesn’t offer a grace period. It does let you file early: the Secretary of State accepts the report as soon as the last month of your fiscal year begins, so a calendar-year LLC can file starting December 1 for the following year’s report. If cash flow or scheduling might get in the way, file early rather than counting on flexibility that isn’t there.
How Much It Costs
The base fee is $300, which covers an LLC with up to six members. Add $50 for each member above six, up to a ceiling of $3,000.2Tennessee Secretary of State. All Frequently Asked Questions for Businesses
- 1 to 6 members: $300
- 7 members: $350
- 8 members: $400
- 60 or more members: $3,000
The online filing portal calculates the fee based on the member count you enter. If you’re mailing the form, send a check or money order payable to the Tennessee Secretary of State. Incorrect fee amounts are one of the most common reasons reports get bounced back, so verify the member count before you submit.
What Information You’ll Need
The annual report is a snapshot of your LLC’s basic records. Have the following ready:
- The LLC’s legal name as it appears in Secretary of State records, plus any assumed name (DBA) you operate under
- The SOS control number assigned when your LLC was first registered, which you can look up at tnbear.tn.gov
- The principal office address (a physical street address is required)
- The registered agent’s name and physical Tennessee address, where the agent must be available during business hours
- Whether the LLC is member-managed or manager-managed
If details have changed since your last filing, the annual report is your chance to update them.
How to File
The fastest route is the Tennessee Secretary of State’s online portal, TNCaB, at tncab.tnsos.gov. Create an account, work through the fields, and the system calculates the fee and processes payment in one pass. Online filings clear faster than paper.
To file on paper, download the annual report form from the Business Forms and Fees page at sos.tn.gov, complete it, and mail it with payment to the Division of Business Services. Build in extra time if you’re close to the deadline.
Changing Your Registered Agent or Address Mid-Year
You don’t have to wait for the next annual report to fix outdated records, and for some changes you shouldn’t. A change of principal office address can be filed online through TNCaB or by mailing Form SS-4800. A change of registered agent requires a statement of change 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 registered agent information current matters more than the small fee suggests. If a process server can’t reach your agent at the address on file, you can miss a lawsuit deadline without ever knowing a case was filed.
What Happens If You Miss the Deadline
Tennessee doesn’t charge a late fee. The penalty is heavier: administrative dissolution. If a properly completed annual report isn’t delivered within two months after the deadline, the Secretary of State can begin dissolution proceedings.4Justia. Tennessee Code 48-249-604 – Grounds for Administrative Dissolution
A dissolved LLC can’t legally operate, sign contracts, or file lawsuits. The bigger problem is liability. If someone sues a dissolved LLC, the members may lose the personal asset protection that the LLC structure normally provides. Existing claims against the LLC and its members also survive dissolution, so creditors can still come after what they’re owed.5Justia. Tennessee Code 48-249-608 – Articles of Termination Following Administrative Dissolution
Reinstating a Dissolved LLC
To bring a dissolved LLC back, file Form SS-9410 (Application for Reinstatement Following Administrative Dissolution) with the Secretary of State. The reinstatement fee is $70.6Tennessee Secretary of State. Business Forms and Fees You’ll also need to file every missed annual report and pay each one’s fee. For a multi-member LLC that’s been dissolved several years, the back-fee total climbs fast.
Move quickly. While your LLC sits dissolved, another entity can register your LLC’s name, and if that happens you’ll need a new name to reinstate. Renaming ripples into branding, contracts, and every bank account tied to the old name.
The Annual Report Is Not Your Tax Return
The annual report goes to the Secretary of State. Tennessee’s Franchise and Excise Tax return goes to the Department of Revenue. Two agencies, two filings, and filing one does not cover the other.7TN.gov. Franchise and Excise Tax Manual For calendar-year LLCs, the F&E return is due April 15, about two weeks after the annual report.8TN.gov. Due Dates and Tax Rates Put both dates on the calendar.