Tennessee: LLC Annual and Biennial Report Requirements

Requirements one by one

Periodic report obligation

Tennessee requires every LLC to file an annual report with the Secretary of State's
Division of Business Services. Tenn. Code Ann. § 48-249-1017(a) applies it to "each domestic
LLC and each foreign LLC authorized to transact business in this state," so a Tennessee LLC
and a registered out-of-state (foreign) LLC owe the same yearly filing.

Frequency and first report

The report is annual, and Tennessee is unusual in tying it to the LLC's fiscal year
rather than its formation anniversary. There is no separate first-report deadline in the
statute; a newly formed LLC simply files in the reporting cycle after it forms. For a
calendar-year LLC created in 2026, that first report is due April 1, 2027, and every April 1
after that.

Due date and filing window

Section 48-249-1017(c) sets the deadline: "on or before the first day of the fourth month
following the end of the close of the domestic or foreign LLC's fiscal year." Most LLCs use a
December 31 fiscal year, which makes the deadline April 1. An LLC on a different fiscal
year has a different date — a June 30 fiscal year, for example, produces an October 1
deadline. The single most common mistake is assuming April 1 is universal; it applies only to
calendar-year filers.

Filing office and method

Filing is with the Tennessee Secretary of State, Division of Business Services, done
online through the TNCaB business-services portal (tncab.tnsos.gov). The report is a
confirm-or-update of the registered agent and office, the principal executive office, and the
managers or officers on file.

Required information

Section 48-249-1017(a) lists the contents: the LLC's name and its state of formation; the
registered office address and the registered agent's name; the principal executive office
address (with a mailing address if the postal service will not deliver there); the names and
business addresses of directors or managers if the LLC is director- or manager-managed; the
names and business addresses of any officers; the LLC's federal employer identification number
(FEIN), or a statement that one has been applied for; and, if the LLC will have more than six
members, the member count as of the date the report is signed. That last item matters because
it drives the fee.

Filing fee and related charges

Tennessee's fee is member-scaled, not flat. Section 48-249-1007(d) sets the annual filing fee
at "fifty dollars ($50.00) multiplied by the number of members," but "no less than three
hundred dollars ($300) and no more than three thousand dollars ($3,000)." In practice: an LLC
with up to six members pays the $300 minimum, each member above six adds $50, and the fee
is capped at $3,000 (so the ceiling is reached at 60 members). The Secretary of State's own fee
statement confirms the same structure (as of July 16, 2026), and a foreign LLC pays the same
scaled amount. Keep this report fee separate from Tennessee's franchise and excise taxes,
which the Department of Revenue administers and which are not part of the annual report.

Late fee and delinquency

There is no flat late fee. What a missed report starts is the dissolution clock. Under
§ 48-249-604(a)(1), the Secretary of State may begin an administrative-dissolution proceeding
if "the LLC does not deliver its properly completed annual report to the secretary of state
within two (2) months after it is due." Until you file, the LLC is out of good standing, which
means you cannot get the certificate of existence that banks, buyers, and closing agents ask
for.

Dissolution, reinstatement, and cure

The dissolution itself is not instant. Once a ground exists, § 48-249-605(a) requires the
Secretary of State to serve written notice; only if the LLC fails to cure "within two (2)
months after the secretary of state's service" does the Secretary of State administratively
dissolve it (§ 48-249-605(b)). A dissolved LLC is not erased — it "continues its existence but
may not carry on any business except that necessary to wind up and liquidate" (§ 48-249-605(c)).
The route back is reinstatement under § 48-249-606: the LLC applies, states that the grounds
for dissolution are gone, and uses a name that still qualifies. In practice that means filing
every overdue annual report, paying the $70 Application for Reinstatement Following
Administrative Dissolution/Revocation fee, and obtaining a Department of Revenue tax
clearance. Reinstating restores the company, but it does not by itself wipe out back taxes,
revive a lapsed license, or undo contract or lawsuit problems that arose while it was dissolved.

What trips people up

• April 1 is not universal. The deadline is the first day of the fourth month after your
  LLC's fiscal year ends (§ 48-249-1017(c)). April 1 is right only for calendar-year LLCs;
  a different fiscal year moves the date.
• The fee scales with members. Most people pay the $300 minimum, but § 48-249-1007(d) adds
  $50 for every member over six, up to $3,000. A multi-member LLC should confirm its member
  count before filing so the fee is right.
• There is no small late fee — the risk is dissolution. Tennessee does not charge a flat
  penalty. Miss the report by more than two months and you have handed the Secretary of State a
  ground for administrative dissolution (§ 48-249-604(a)(1)).
• Reinstatement needs a tax clearance. Getting a dissolved LLC back is not just a form and
  a fee. You also need a Department of Revenue tax clearance, so unresolved state taxes can hold
  up reinstatement even after you file the overdue reports.

Common questions

When is my Tennessee LLC annual report due?
On or before the first day of the fourth month after your fiscal year closes (§ 48-249-1017(c)).
For a calendar-year LLC that is April 1 every year.

How much does it cost?
$300 for an LLC with up to six members. Above six members, add $50 each, up to a $3,000 maximum
(§ 48-249-1007(d)).

Is there a penalty for filing late?
No flat late fee. But if the report is more than two months overdue, that becomes a ground for
administrative dissolution, which then proceeds after a notice-and-cure period (§§ 48-249-604,
-605).

My LLC was administratively dissolved — can I get it back?
Yes. Apply for reinstatement under § 48-249-606, file all the annual reports you owe, pay the
$70 reinstatement fee, and get a Department of Revenue tax clearance. The LLC continues to exist
in the meantime, but only to wind up its affairs.

Statutes and sources

• Tenn. Code Ann. § 48-249-1017 — the LLC annual-report statute: subsection (a) lists the
  required contents and subsection (c) sets the fiscal-year-based due date. Grounded on the
  official enrolled Public Acts (2005 Pub. Ch. 286; (a)(3) as amended by 2014 Pub. Ch. 783 § 16;
  (c) as amended by 2020 Pub. Ch. 719 § 23).
  https://publications.tnsosfiles.com/acts/111/pub/pc0719.pdf (accessed 2026-07-16)
• Tenn. Code Ann. § 48-249-1007(d) — the member-scaled annual fee: $50 per member, $300
  minimum, $3,000 maximum (2005 Pub. Ch. 286).
  https://publications.tnsosfiles.com/acts/104/pub/pc0286.pdf (accessed 2026-07-16)
• Tenn. Code Ann. §§ 48-249-604, -605, -606 — administrative dissolution for a report more
  than two months overdue, the notice-and-cure procedure, the wind-up-only effect, and
  reinstatement (2005 Pub. Ch. 286).
  https://publications.tnsosfiles.com/acts/104/pub/pc0286.pdf (accessed 2026-07-16)
• Tennessee Secretary of State — Business Services — official current statement of the
  $300/$3,000 member-scaled annual-report fee, the $70 reinstatement fee, and the tax-clearance
  requirement for reinstatement.
  https://sos.tn.gov/businesses/faqs (accessed 2026-07-16)