Tennessee LLC Annual Report: Priced by Members, Timed by Fiscal Year

How Tennessee Counts Members for the $300 to $3,000 Fee

Under T.C.A. § 48‑249‑1007(d), part of the Tennessee Revised Limited Liability Company Act, the annual fee is $50 times the member count reported, never less than $300 and never more than $3,000. Any LLC with one to six members pays $300; the seventh member is the first to raise the amount, and the cap is reached at 60.

The statute counts members on the signing date, because § 48‑249‑1017(b) requires every answer in the report to be current as of that date. A member admitted after the fiscal year closed but before signing is counted; one who left before signing is not.

Read as “$300 plus $50 per member,” the rule would charge a single-member LLC $350, and that reading is wrong. The Secretary of State’s FAQ words it from the other end, $50 per member over 6 on top of the $300 minimum, and both versions land on the same figure for any membership.

+ $20

When the report is used to change the registered agent or the registered office. The report itself then counts as the statement of change, so no separate form is filed.

$300

Flat, whatever the membership, when the LLC's articles prohibit it from doing business in Tennessee.

Formation runs on the identical grid. The Articles of Organization, Form SS‑4270, cost $50 per member in existence on the filing date, $300 minimum and $3,000 maximum, so an LLC whose membership holds steady pays the same sum at formation and in each annual report. The guide to starting a Tennessee LLC walks through that filing.

April 1 Applies Only to a Calendar-Year LLC

Section 48‑249‑1017(c) sets the deadline as day one of the fourth month once the fiscal year has closed. The Secretary of State’s own warnings to businesses in 2024 and 2026 say “by April 1 each year,” a date that holds only when the fiscal year ends on December 31.

• Year ends Jan. 31Report May 1F&E return May 15
• Year ends Feb. 28/29Report June 1F&E return June 15
• Year ends March 31Report July 1F&E return July 15
• Year ends April 30Report Aug. 1F&E return Aug. 15
• Year ends May 31Report Sept. 1F&E return Sept. 15
• Year ends June 30Report Oct. 1F&E return Oct. 15
• Year ends July 31Report Nov. 1F&E return Nov. 15
• Year ends Aug. 31Report Dec. 1F&E return Dec. 15
• Year ends Sept. 30Report Jan. 1F&E return Jan. 15
• Year ends Oct. 31Report Feb. 1F&E return Feb. 15
• Year ends Nov. 30Report March 1F&E return March 15
• Year ends Dec. 31Report April 1F&E return April 15

The first report follows the same arithmetic, even when the first fiscal year is short. An LLC formed on November 20, 2026 with a calendar fiscal year closes that year six weeks later, so its first annual report is due April 1, 2027, the same day as for an LLC formed years earlier.

When the first of the month falls on a weekend (April 1, 2028 is a Saturday), filing on a weekday before it avoids relying on any weekend extension.

Tennessee Annual Report Filing in TNCaB Starts With a New Account

There is no annual report form for an LLC to download: the Forms & Fees page of the Tennessee Secretary of State sends annual report filers to the TNCaB portal, the Tennessee Charity and Business Filing System, where a new account has to be created first. The report is completed online even when it is paid by check.

1. Create the account at tncab.tnsos.gov with an email address and set the password from the verification email; its link expires after 24 hours.

2. Under Business Filings, choose File Annual Report and search by the LLC's name or its Secretary of State control number, then select it with Add Item.

3. Confirm or update the principal office and mailing addresses, registered agent, managers or officers, the federal EIN (or a statement that one was applied for) and, above six members, the member count.

4. Answer the NAICS code question, tick the attestation box, and enter your name and title.

5. Choose Pay Now, or Mail in Check to print a voucher that goes in the envelope with the check.

After processing, the Secretary of State sends an email and the filed report appears under Completed Filings, where the eye icon opens a copy. A report paid by check sits under My Filings as payment pending until the check clears.

An incorrect fee and a missing signature or date are among the rejection reasons the FAQ lists, so the member count entered in step 3 is worth checking against the operating agreement.

Inactive Status: How a Missed Report Ends in Dissolution

No late fee appears among the Secretary of State’s published charges for an LLC annual report. The FAQ warns that an LLC that misses its report “may be administratively dissolved,” and the record then shows it as inactive. Under § 48‑249‑604(1), a report not delivered within two months after its due date becomes a ground for administrative dissolution, and the sequence below runs from there.

1. Due dateThe report and the fee computed above.
2. Two months laterA ground for dissolution exists; the state’s due-date calendar places its notice of administrative dissolution here (June 1 for an April 1 report).
3. Notice plus two monthsSection 48‑249‑605 gives the LLC two months from the notice to file or to show the ground does not exist.
4. Certificate of dissolutionThe LLC shows as inactive and may only wind up its affairs. A foreign LLC has its certificate of authority revoked.

Filing the missing report before the certificate issues removes the ground. The state’s Business Information Search shows each LLC’s status and, under filing history, every report on record; the same lookup is available from the Tennessee business entity search.

Back to Active With Form SS‑9410 and a Revenue Clearance

A dissolved LLC applies for reinstatement on Form SS‑9410, with a $70 filing fee, in TNCaB, by mail or at the Nashville counter. Before filing, call the Department of Revenue at (615) 253‑0700 for a tax clearance for reinstatement: the form’s instructions say the Secretary of State won’t accept Form SS‑9410 without it.

The application gives the LLC’s name at dissolution and states that the grounds have been eliminated, which after a missed report means the report has been filed. Under § 48‑249‑606(c), a granted reinstatement relates back: it takes effect from the day the LLC was dissolved, and the LLC continues its business as though no dissolution had occurred.

The form also allows a new name, provided it meets Tennessee’s naming rules for LLCs, and § 48‑249‑606 sets no deadline for applying.

The $100 Franchise Tax Minimum Is Not Part of This Report

The annual report and the franchise and excise tax return follow the same fiscal year, two weeks apart, but go to two different agencies and are paid separately.

The Department of Revenue charges the $100 minimum franchise tax to every LLC registered with the Secretary of State, “regardless of whether the company is active or inactive.” Its tax clearance is also required to reinstate, to obtain a certificate of existence (the state’s proof of good standing) and to terminate the LLC, which is where the two agencies’ records meet.

Tennessee’s 2024 and 2026 Warnings About Annual Report Mailers

The Secretary of State warned businesses in March 2024 and again in January 2026 about official-looking letters and emails from a third party called the Tennessee Business Filing Center, a mailer “requesting hundreds of dollars in fees,” in the 2024 release’s words, to file annual reports. The 2024 mailer threatened extra fees and dissolution unless the business filed within 60 days of April 1.

The state’s charge is the fee computed above, paid in TNCaB. The Division of Business and Charitable Organizations takes reports of such mail at (615) 741‑2286.

Foreign LLCs and Corporations Also File This Report

Foreign LLCs

Domestic or not, the filing is the same: an LLC formed elsewhere and authorized to do business in Tennessee files the same report under § 48‑249‑1017(a), on its own fiscal-year calendar, at the same $50 per member. Its home state may require a report of its own, and the annual report deadlines and fees by state show which.

Corporations

A Tennessee corporation's annual report costs $20, plus $20 when it changes the registered agent or office. No member count applies, and it goes through the same TNCaB account: Forms & Fees lists no PDF annual report form for corporations either.

“Renewal”

The Secretary of State's 2024 warning calls these filings “annual business renewals,” so a search for a Tennessee LLC renewal leads to this same annual report.