A Tennessee LLC annual report keeps your business in good standing with the state, and yes, every LLC has to file one. As of 2026, the filing runs through the Secretary of State, and getting the deadline right matters more than the cost. Here is the full picture.
Does Tennessee Require an Annual Report for LLCs?
Yes, Tennessee requires every LLC to file an Annual Report with the Secretary of State each year to keep its good standing. The requirement comes from Tenn. Code Ann. § 48-249-1017, part of the Tennessee Revised Limited Liability Company Act in Title 48, Chapter 249, and it covers both domestic LLCs and foreign LLCs authorized to transact business in the state.
This filing is Tennessee's version of the recurring report you'll find in most states. Because the annual report cycle begins only after your Articles of Organization are approved, owners still in the setup phase can start with the Tennessee LLC formation guide.
Tennessee's Secretary of State, Division of Business Services, is the agency that files and stores these reports. It keeps the official record of every active LLC, and if your report isn't current, your Tennessee business entity status shows it.
Tennessee LLC Annual Report Deadline (Fourth Month After Fiscal Year End)
The Tennessee LLC annual report deadline falls on the first day of the fourth month after the close of your LLC's fiscal year. Most LLCs use a calendar fiscal year that ends December 31, which puts their deadline on April 1. That April 1 date is accurate for calendar-year filers, and only for them.
An LLC with a non-calendar fiscal year files on a different date. A fiscal year ending June 30, for example, produces an October 1 deadline. Tennessee doesn't use an anniversary date for the annual report, which sets it apart from states that tie the filing to the formation date. For 2026, calendar-year LLCs should treat April 1, 2026 as the date that matters.
A newly formed LLC files its first annual report in the reporting cycle after formation. An LLC approved during 2026 on a calendar fiscal year would see its first practical deadline on April 1, 2027. The exact date sits on the entity's TNCaB record.
The single most common mistake I see with Tennessee filings is treating April 1 as a universal deadline. It isn’t. Tennessee ties the annual report to your LLC’s fiscal year, so the due date changes when the fiscal year changes.
How to Find Your Tennessee LLC's Filing Window
The most reliable due date is the one Tennessee assigns to your specific LLC. The state publishes it through the Tennessee Business Information Search, the same lookup that shows entity status and filing history.
To check it, search your LLC name through the Tennessee business entity search and review the record. The entry confirms your active status and whether you've filed the current year's report.
Tennessee LLC Annual Report Fee: $50 Per Member, $300 Minimum, $3,000 Maximum
Tennessee's LLC annual report fee starts at $300. That flat minimum covers any LLC with up to six members, so a single-member LLC and a six-member LLC pay exactly the same. Each member beyond six adds $50, and the total is capped at $3,000 under Tenn. Code Ann. § 48-249-1007.
| Members | How the fee works | Annual report fee |
|---|---|---|
| 1 to 6 | Flat minimum, regardless of count | $300 |
| 7 | Minimum plus $50 for the seventh member | $350 |
| 10 | Minimum plus $50 per member over six | $500 |
| 20 | Minimum plus $50 per member over six | $1,000 |
| 60 | Statutory maximum reached | $3,000 |
| 61 or more | Capped at the statutory maximum | $3,000 |
Worth flagging: several online guides claim the $3,000 cap kicks in at 20 members. The math doesn't support that. A 20-member LLC pays $1,000, and the maximum fee is reached only at 60 members. Foreign LLCs registered in Tennessee pay the same scaled fee.
A 2025 bill, SB0037, proposed replacing this structure with a flat annual report fee, but it did not pass into law. The per-member structure remains in force for 2026, so don't budget for a flat fee. For what an LLC costs in the state beyond this report, see the Boost Suite Tennessee LLC cost guide.
How to File the Tennessee Annual Report Through TNCaB
Tennessee runs LLC annual report filing through one online system, and most owners finish in well under fifteen minutes once their information is ready.
Filing Online in the TNCaB Portal
The portal is TNCaB, the Tennessee Charity and Business Filing System. The Secretary of State directs all annual report filers there, and account creation is the first step for anyone who hasn't used the system before.
- Create or sign in to a TNCaB account. New users register at tncab.tnsos.gov with an email and password. Tennessee requires the account before it releases the annual report form for your entity.
- Find your LLC. Search by entity name or Secretary of State control number. The system pulls up your record and shows whether a report is due.
- Review the prefilled fields. TNCaB carries forward last year's information, so the task is confirming or correcting the registered agent, principal office address, management details, and member count.
- Update anything that changed. Changing the registered agent or registered office is allowed here, and the system folds that change into the same submission.
- Pay the filing fee. TNCaB accepts electronic payment at checkout, and the amount reflects your member count under the per-member formula.
- Save the confirmation. Tennessee provides a filing confirmation through the account once payment clears. Keep it, since it is your proof the report posted.
Online filings post quickly, which is one reason Tennessee leans on TNCaB. If you're weighing processing timelines across other state steps, the Boost Suite guide on how long it takes to get an LLC in Tennessee covers formation timing.
Whether You Can File the Tennessee Annual Report by Mail
Tennessee doesn't surface a downloadable paper form for the LLC annual report the way it does for formation, amendment, and reinstatement. If a paper option is genuinely needed, contact the Division of Business Services and confirm the current process before mailing anything, since the online route is the supported path.
One cost detail catches Tennessee owners off guard. If the annual report changes the registered agent or registered office, the Secretary of State adds an extra fee on top of the normal per-member annual report cost.
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Information Required on the Tennessee Annual Report (§ 48-249-1017)
The annual report is a status confirmation, not a deep filing. Tenn. Code Ann. § 48-249-1017 spells out what it must contain, and gathering it in advance keeps your TNCaB session short, so you're not hunting for a number mid-filing.
- The LLC's legal name and the jurisdiction where it was formed
- The street address and zip code of the registered office, plus the registered agent's name
- The principal executive office street address, and a mailing address if USPS does not deliver to that street address
- The names and business addresses of managers or directors, for a manager-managed or director-managed LLC
- The names and business addresses of any officers
- The federal employer identification number, or confirmation that one has been requested
- The member count, but only if the LLC has more than six members
- Information current as of the date the report is signed
One field trips people up: the registered office must be a physical Tennessee street address, never a post office box on its own. If your current agent no longer fits, the Boost Suite guide to the best registered agent options in Tennessee walks through the choice.
The report confirms management and officer details, but it doesn't touch your internal documents. Updating who manages the company is separate from revising your Tennessee LLC operating agreement, which the state never sees.
Missing the Deadline: Tennessee's Two-Month Administrative Dissolution Rule
Tennessee doesn't charge a flat dollar late fee for a missed LLC annual report. The penalty is structural instead: a late LLC can lose good standing, slip into inactive status, and ultimately face administrative dissolution.
This is where it gets tricky. The timeline runs on two-month intervals under Tenn. Code Ann. § 48-249-604, and the Secretary of State may begin dissolution once a report is more than two months overdue. The agency then serves written notice of the grounds, often by first class mail, and the LLC gets another two months to fix the problem or show it doesn't apply.
If the grounds are not corrected, the state files a certificate of administrative dissolution under Tenn. Code Ann. § 48-249-605. A dissolved LLC does not vanish; it continues to exist but may only wind up and liquidate its affairs until it is reinstated. The registered agent's authority survives the dissolution.
How to Reinstate a Dissolved Tennessee LLC
Bottom line: reinstatement is possible, and it isn't as punishing as the word “dissolution” sounds. The entity files the Application for Reinstatement Following Administrative Dissolution/Revocation, form SS-9410, and pays a $70 reinstatement fee.
Two conditions matter most. The Secretary of State requires tax clearance from the Department of Revenue, the same clearance needed to pull a Tennessee certificate of existence, and the LLC generally needs to file the reports it missed. Once approved, reinstatement relates back to the dissolution date, and the LLC resumes business as though the lapse hadn't happened.
Tennessee Annual Report vs. Franchise and Excise Tax
The short version: the Tennessee annual report isn't a tax return, and that distinction saves owners from a common filing mix-up. The annual report goes to the Secretary of State. The franchise and excise tax goes to the Tennessee Department of Revenue, a separate agency with its own forms and its own deadline.
For a calendar-year LLC, the two land close together. The annual report is due April 1, while the franchise and excise tax return, filed on form FAE170 through TNTAP, is due April 15. The franchise tax carries a $100 minimum, and paying one doesn't cover the other.
April is a two-deadline month for most Tennessee LLCs. I regularly see owners focus on one filing, assume they are done, and then miss the other one completely.
Annual Report
Franchise and Excise Tax Return
Tennessee LLC Annual Report Questions Owners Ask Most
A few questions come up again and again once owners start the filing. These cover the edge cases the main sections don't.
Do single-member Tennessee LLCs have to file an annual report?
Yes. Every Tennessee LLC files, regardless of size, and a single-member LLC pays the $300 minimum, the same as any LLC with up to six members.
Does Tennessee charge a late fee for the LLC annual report?
Tennessee doesn't attach a flat late fee to the annual report. The real cost of filing late is losing good standing and, after the statutory notice window, facing administrative dissolution.
Can I file my Tennessee annual report early?
Yes. TNCaB accepts the report before the deadline, and filing a few weeks early leaves room to fix a rejected payment before the due date passes.
Do foreign LLCs registered in Tennessee file an annual report?
Yes. A foreign LLC holding a certificate of authority to transact business in Tennessee files the same annual report and pays the same per-member fee as a domestic LLC.
Is the Tennessee LLC annual report based on an anniversary date?
No. Tennessee ties the deadline to your fiscal year, not your formation anniversary, so the report is due the first day of the fourth month after your fiscal year closes.
Does the Tennessee annual report require a federal EIN?
Yes. The report asks for the federal employer identification number, or a statement that the LLC has applied for one. An LLC without an EIN should request it from the IRS first.
Can someone else file the Tennessee annual report for my LLC?
Yes. A member, manager, accountant, or registered agent service can file through TNCaB on the LLC's behalf, as long as the information is accurate and the fee is paid.
- Tennessee Department of Revenue: Franchise and Excise Tax
- Tennessee Secretary of State: Business Forms and Fees
- TNCaB: Tennessee Charity and Business Filing System
- Tenn. Code Ann. § 48-249-1017, Annual Report for Secretary of State
- Tenn. Code Ann. § 48-249-1007, Filing, Service and Copying Fees
- Tenn. Code Ann. § 48-249-604, Grounds for Administrative Dissolution
- Tenn. Code Ann. § 48-249-606, Reinstatement Following Administrative Dissolution
Looking for an overview? See Tennessee LLC Services
File Your Tennessee LLC Annual Report with Harbor Compliance
Harbor Compliance helps Tennessee LLC owners track annual report deadlines, manage required filings, and keep their business in good standing for 2026.
