Tennessee LLC Annual Report 2026: $300 Min Fee, Due April 1

Due Date and Frequency

The Annual Report is an annual obligation — filed once per year. There is no biennial option in Tennessee. Every LLC, regardless of size, revenue, or activity level, must file every year to maintain good standing with the Secretary of State.

The Secretary of State typically sends reminder notices to the registered agent's address and/or email on file. However, receipt of a reminder is not a prerequisite for the filing obligation. It is your LLC's responsibility to file on time regardless of whether a reminder arrives. If you operate on a calendar fiscal year, mark April 1 on your business calendar every year.

Annual Report Fee: $50 Per Member ($300 Min / $3,000 Max)

Tennessee's annual report fee is calculated per member, which sets it apart from nearly every other state. The formula is straightforward: $50 multiplied by the number of LLC members, subject to a $300 minimum and a $3,000 maximum.

Here is how the math works in practice. Because of the $300 minimum, a 1- to 6-member LLC always pays $300 ($50 × 6 = $300, and anything fewer is rounded up to the minimum). A 10-member LLC pays $500 ($50 × 10). The fee keeps rising by $50 for each additional member until it reaches the $3,000 maximum at 60 members — beyond that, the fee does not increase no matter how many members you add.

For most small-business owners, the practical takeaway is simple: budget $300 per year. Only LLCs with seven or more members need to run the per-member calculation. Always confirm your current fee on your entity record at sos.tn.gov/business-services before filing, since the system computes the amount based on the member count it has on file.

What Information Is Required

The Tennessee Annual Report requires you to confirm or update the following information:

• Registered Agent: The name and physical Tennessee street address of your registered agent. If your agent has changed or their address has changed, update it here.
• Principal Office Address: The main business address of your LLC. This must be a physical address, not a PO Box, and is used by the state for official correspondence.
• Member or Manager Information: For member-managed LLCs, confirm the members. For manager-managed LLCs, confirm the managers. The member count also drives your fee, so keep it accurate.
• Effective Date of Changes (if any): If you are reporting changes to registered agent, address, or management since last year, note when those changes took effect.

You are not required to submit financial statements, revenue figures, tax returns, or details about your business operations. The Annual Report is purely an administrative confirmation and update filing.

Step-by-Step: How to File the Annual Report Online

Filing your Tennessee LLC Annual Report online is straightforward. Here is the step-by-step process:

1. Go to sos.tn.gov/business-services
   Navigate to the Tennessee Secretary of State, Business Services Division website. Select the business entity search or the online annual report filing option.
2. Search for your LLC
   Enter your LLC's name or control number in the search field. Select your LLC from the results and confirm this is your entity before proceeding.
3. Select "File Annual Report"
   On your LLC's detail page, choose the option to file the Annual Report. The system pre-populates your current information from Secretary of State records.
4. Review and update your information
   Confirm or update your registered agent name and address, principal office address, and member/manager information. Because the member count drives your fee, verify it is accurate before continuing.
5. Review the calculated fee and pay
   The system calculates your fee — a $300 minimum, or $50 per member if you have more than six members, capped at $3,000. Review the amount, then pay by credit or debit card.
6. Save your confirmation
   After payment, you receive immediate online confirmation that your Annual Report was accepted. Print or save this confirmation as proof of filing. The Secretary of State updates your LLC's status to reflect the current year's filing.

What Happens If You Miss the Deadline

Missing the April 1 Annual Report deadline triggers a cascade of consequences:

The most reliable way to avoid penalties is to file early. Set a calendar reminder for March 15 each year as a prompt to file before the April 1 deadline, and always verify the current penalty and fee figures on your entity record at sos.tn.gov/business-services.

How to Reinstate a Dissolved LLC in Tennessee

If your Tennessee LLC has been administratively dissolved, reinstatement is possible. Here is the general process:

1. File all overdue Annual Reports
   You must bring all missed Annual Reports current. Pay the fee for each year missed — a minimum of $300 per year, or $50 per member if applicable — plus any penalties that have accrued.
2. File an Application for Reinstatement
   Submit the reinstatement application to the Secretary of State and pay the applicable reinstatement fee. Contact the Business Services Division directly for the current fee schedule, as reinstatement costs can vary.
3. Confirm your registered agent is current
   Ensure your registered agent information is accurate and up to date at the time of reinstatement filing.
4. Await Secretary of State approval
   The Secretary of State will review your reinstatement application and, if all requirements are met, restore your LLC to good standing. You will receive written confirmation of reinstatement.

Note that during the period of dissolution, your LLC could not legally enter contracts or sue in Tennessee courts. Any contracts entered during the dissolved period may be voidable. If significant business was conducted during dissolution, consult a Tennessee business attorney about potential exposure.

For more on staying in compliance, see annual report deadlines for every state, Tennessee Registered Agent Requirements 2026, and Tennessee LLC Taxes and Fees 2026. If you have already missed a deadline, see Tennessee LLC Late Filing Penalties.