Tennessee LLC annual report and yearly fees: what is due and when

What does a Tennessee LLC have to file each year?

For forming the LLC in the first place, see how to form an LLC in Tennessee.

When is it due?

By the first day of the fourth month after the LLC's fiscal year ends, which is April 1 for a calendar-year LLC, starting the year after formation: an LLC formed in 2026 files by April 1, 2027. The franchise and excise tax return is due two weeks later, on the 15th day of the same month.

How much does it cost?

$50 for each member, with a $300 minimum, which covers LLCs with one to six members, and a $3,000 maximum. The member count is taken at the date of filing. There is no late fee. Separately, franchise tax has a $100 minimum each year and excise tax is 6.5% of net earnings, so most small LLCs pay at least $400 a year.

How do you file it?

1. Go to the Secretary of State's annual report page

   Tennessee's online business filing system.

2. Find the LLC by control number

   Shown on the formation filing.

3. Confirm details and the number of members

   The fee is calculated from the member count.

4. Pay by April 1

   $300 for one to six members, and keep the confirmation.

What information do you need?

The annual report usually confirms or updates the LLC's principal office and mailing addresses, its registered agent and registered office, the names and addresses of its members or managers, and an email address for state notices. Have the LLC's Tennessee entity or file number ready; it appears on the formation approval and in the state's business search. Changing the LLC's name or management structure needs a separate amendment, not the report.

What happens if you file late or not at all?

Tennessee charges no late fee. If the report is not filed within about two months after it is due, the Secretary of State sends notice, and an LLC that still does not file is administratively dissolved roughly two months after that. Late franchise and excise tax returns are a separate matter, with Department of Revenue penalties of 5% a month up to 25%, plus interest.

How do you restore a dissolved LLC?

A dissolved Tennessee LLC files Form SS-9410, the application for reinstatement, with a $70 fee, every missed annual report at its full fee, and a tax clearance from the Department of Revenue, which means franchise and excise filings must be current first. One missed year typically costs about $370 in state fees. See reinstating a dissolved LLC.

What else does a Tennessee LLC pay each year?

Tennessee has no personal income tax, so owners pay no state tax on their shares, but the LLC itself files a franchise and excise tax return every year, even with no tax beyond the minimum. Business tax, a gross receipts tax, applies above set thresholds, and LLCs selling taxable goods file sales tax returns. See how to form an LLC in Tennessee.

What does a typical year look like?

Is anything different for foreign owners?

No. A Tennessee LLC owned by someone outside the US files the same annual report in the same way, usually online with a card. Make sure the registered agent forwards state notices promptly, since that is where reminders and penalty notices go. Separately, a single-member LLC owned by a foreign person must file Form 5472 with a pro forma Form 1120 with the IRS every year; that federal filing is unrelated to the state report and carries a $25,000 penalty if missed. See annual filings for foreign-owned LLCs.

How do you avoid missing it?

Put the due date in a calendar with a reminder a month ahead, keep the email address on the state's records current, and file as soon as the filing window opens. Registered agent services usually send reminders too. Be wary of official-looking letters from private companies offering to file for a much higher fee: genuine notices come from the Tennessee Secretary of State, and you can always file directly. See business tax deadlines.

This guide is general information. It is not tax or legal advice for your situation.