Annual ReportsTN

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

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DR
CPA · Small Business Compliance Specialist

Quick Answer

Tennessee LLC annual reports are due April 1 each year, per Tennessee Code § 48-249-1017 (the first day of the fourth month after your fiscal year closes). The official fee, set by Tennessee Code § 48-249-1007 and confirmed directly on the Secretary of State's site, is $50 per member, with a $300 minimum and a $3,000 maximum — so a 1- to 6-member LLC pays the $300 minimum, a 10-member LLC pays $500, and the fee is capped at $3,000. This fee structure has not changed since at least the 2024 codification of that statute. You file with the Tennessee Secretary of State, Business Services Division, at sos.tn.gov/business-services. The annual report confirms your registered agent information, principal office address, and member/manager details. Tennessee charges no monetary late fee for filing after April 1 — instead, under Tennessee Code §§ 48-249-604 and 48-249-605, the Secretary of State mails a dissolution notice roughly 60 days past due and can administratively dissolve the LLC roughly 120 days past due if it is still unfiled. Reinstatement is possible but requires bringing filings current and paying the reinstatement fee. (Fee figures verified against sos.tn.gov's Business Services FAQ, read September 15, 2026; deadline and dissolution timeline verified against Tennessee Code §§ 48-249-1017, 48-249-604 and 48-249-605, also read September 15, 2026.)

Key Takeaways

  • Tennessee LLC annual report due date: April 1 each year (first day of the fourth month after fiscal year end) — Tennessee Code § 48-249-1017
  • Annual report fee: $50 per member, $300 minimum, $3,000 maximum
  • A 1- to 6-member LLC pays the $300 minimum; a 10-member LLC pays $500
  • File with the Tennessee Secretary of State at sos.tn.gov/business-services
  • No monetary late fee in Tennessee — missing the deadline starts a dissolution clock instead (notice ~60 days past due, dissolution ~120 days past due) under Tennessee Code §§ 48-249-604 and 48-249-605
  • Administrative dissolution risk if the report is not filed
  • Reinstatement available if dissolved — requires separate filing and fees
ItemCost/DetailsNotes
Annual Report — Minimum Fee$300Applies to LLCs with 1 to 6 members
Annual Report — Per Member$50/memberCharged per member above the $300 minimum
Annual Report — Maximum Fee$3,000Fee is capped regardless of member count
Late Penalty$0No monetary late fee — missing the deadline starts a dissolution clock instead (Tennessee Code § 48-249-604)

Tennessee Annual Report Overview

The Tennessee LLC Annual Report is a mandatory filing that every Tennessee LLC must submit to the Secretary of State, Business Services Division, each year. Its primary purpose is to confirm that your LLC's information on file with the state is accurate and current — including your registered agent, principal office address, and member or manager details.

Unlike some states that treat the annual report as a complex financial filing, Tennessee's Annual Report is primarily a confirmation and update filing. You are not required to submit financial statements or detailed operating information. The Secretary of State simply wants to confirm that your LLC is still active and that its contact information is current.

What makes Tennessee unusual is the per-member fee structure. Most states charge a flat annual report fee; Tennessee charges $50 per member, with a $300 minimum and a $3,000 maximum. For most small LLCs, that means a flat $300 — but the math changes once you exceed six members, as explained below.

Due Date and Frequency

Annual Deadline: April 1

Tennessee LLCs must file their Annual Report by the first day of the fourth month following the close of the LLC's fiscal year. For the typical calendar-year LLC, that is April 1 each year. If your fiscal year ends on a different date, count four months forward to find your deadline.

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.

Source and read date: the April 1 / fourth-month due date above is set by Tennessee Code § 48-249-1017 — verified September 15, 2026.

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.

Small LLC (1 to 6 members)

$300/year

The $300 minimum applies. A single-member LLC pays $300, the same as a six-member LLC.

Larger LLC (7+ members)

$50 × members

Above six members, multiply $50 by your member count. The fee is capped at $3,000.

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.

Source and read date: the $300 minimum / $3,000 maximum / $50-per-member figures above are the official numbers published on the Tennessee Secretary of State's Business Services FAQ (sos.tn.gov/businesses/faqs) and set by Tennessee Code § 48-249-1007 — verified against that page on September 15, 2026. That fee structure carries through the 2024 codification of the statute unchanged, so "2024" and "2026" references to this fee describe the same official $300 minimum.

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:

After April 1: No Cash Fee, But the Clock Starts

Tennessee charges no monetary late fee — there is no per-month or per-day dollar penalty for filing after April 1. What starts instead is a dissolution clock: under Tennessee Code § 48-249-604, the Secretary of State may begin dissolution proceedings once the report is about two months (roughly 60 days) past due.

~60 Days Past Due: Dissolution Notice

Around 60 days after the report is unfiled, the Secretary of State mails a written notice of intent to administratively dissolve your LLC to your registered agent's address, as provided in Tennessee Code § 48-249-605.

~120 Days Past Due: Administrative Dissolution

If the report is still not filed within two months of that notice — roughly 120 days past the original due date — the Secretary of State administratively dissolves the LLC under Tennessee Code § 48-249-605. A dissolved LLC loses all legal authority to transact business in Tennessee — it cannot enter contracts, sue in Tennessee courts, or legally operate. Personal liability protection may be compromised.

The most reliable way to avoid administrative dissolution 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 your entity's current status and fee figures on your entity record at sos.tn.gov/business-services. For the full dissolution timeline, reinstatement costs, and fix steps if you've already missed the deadline, see our guide to a late Tennessee annual report.

Source and read date: the no-cash-late-fee rule and the dissolution timeline above are set by Tennessee Code §§ 48-249-604 and 48-249-605 — verified September 15, 2026, and consistent with our dedicated late-filing guide.

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. There is no separate late-filing penalty; the reinstatement fee below is the added cost of having been dissolved.
  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. Managing an LLC in more than one state? Deadlines are not interchangeable — Wisconsin, for instance, ties the filing to the quarter your LLC was formed in and charges $25, as our Wisconsin LLC annual report due date and $25 fee  guide explains.

Where your reminder goes — and how owners miss this one

You have not missed anything — this is the filing you are here to make. It is still worth knowing where the reminder comes from, because that is where this goes wrong for most owners: Tennessee does not chase you personally. The reminder, and later any dissolution notice or lawsuit papers, go to the registered agent address on your public record.

The free fix comes first, because it is usually the right one: put the deadline in your own calendar rather than relying on the notice arriving, and check that the registered agent address on your Secretary of State record is still one you actually read. If you have a physical Tennessee street address, you are reliably there during business hours, and you do not mind that address sitting in a public database, serving as your own registered agent costs nothing and is completely legal.

Paying someone earns its money in three specific situations: you do not live in Tennessee, you run the business from home and want your home address off the Secretary of State's searchable record, or you travel enough that a process server could miss you. That last one is the expensive one — a lawsuit you never heard about becomes a default judgment.

If you land in one of those three, the provider we point people to is Northwest Registered Agent: $125/year per state with no per-document charges, $100/year per state at five or more states, and they do not sell customer data. Prices checked directly with the provider on July 26, 2026 — confirm before you buy.

Disclosure: the link below is a paid partner link. If you sign up through it we earn a commission at no extra cost to you — it does not change the price you pay, and it did not change the advice above. We told you the free option first because it is usually the better one. Full details on our affiliate disclosure page.

See Northwest Registered Agent's Tennessee service

We do not review registered agent providers on this site and we are not saying this is the cheapest one. If being your own agent works for you, do that instead — it costs nothing.

Frequently Asked Questions

When is the Tennessee LLC annual report due?

Tennessee LLC annual reports are due April 1 each year. Technically, the deadline is the first day of the fourth month following the close of the LLC's fiscal year — set by Tennessee Code § 48-249-1017. For the typical calendar-year LLC, that works out to April 1. The report is filed annually with the Tennessee Secretary of State, Business Services Division.

How much does the Tennessee LLC annual report cost?

Tennessee charges $50 per member, subject to a $300 minimum and a $3,000 maximum. Because of the minimum, any LLC with 1 to 6 members pays the flat $300. A 10-member LLC pays $500 (10 × $50). Larger LLCs are capped at $3,000 no matter how many members they have. This per-member structure is Tennessee's distinctive feature among annual report states.

What happens if I miss the Tennessee LLC annual report deadline?

Tennessee charges no monetary late fee — there is no per-month or per-day dollar penalty for filing after April 1. Instead, missing the deadline starts a dissolution clock: under Tennessee Code § 48-249-604, the Secretary of State can begin dissolution proceedings once the report is about two months (roughly 60 days) past due, and mails a written notice; under Tennessee Code § 48-249-605, if the report is still not filed within two months of that notice (roughly 120 days past the original due date), the LLC can be administratively dissolved, at which point it loses the legal authority to transact business in Tennessee.

How do I file the Tennessee LLC annual report?

You file with the Tennessee Secretary of State, Business Services Division, at sos.tn.gov/business-services. Look up your LLC, confirm or update your registered agent address, principal office address, and member/manager information, then pay the fee — a minimum of $300, or $50 per member if you have more than six members. You typically receive immediate confirmation when filing online.

Is the $300 minimum fee the official Tennessee LLC annual report fee?

Yes. The $300 minimum (with a $50-per-member charge above six members and a $3,000 cap) is the official fee, set by Tennessee Code § 48-249-1007 and published on the Tennessee Secretary of State's Business Services FAQ at sos.tn.gov/businesses/faqs. We verified this figure directly on that page on September 15, 2026. It is not a third-party estimate — it is the amount the state itself charges when you file.

Has the Tennessee LLC annual report fee changed since 2024?

No. The $300 minimum / $3,000 maximum / $50-per-member fee structure under Tennessee Code § 48-249-1007 has carried through the 2024 codification of the statute unchanged and is still the official fee as of our September 2026 read of sos.tn.gov. If you filed for 2024 and are filing again now, expect the same $300 minimum — always double-check your entity record at sos.tn.gov/business-services in case your member count has changed.

Can I reinstate a Tennessee LLC after dissolution for missed annual reports?

Yes. Tennessee allows LLC reinstatement after administrative dissolution. You must bring all overdue annual reports current, pay outstanding fees and any penalties, file the reinstatement application with the Secretary of State, and confirm your registered agent is current. Contact the Business Services Division directly for the current reinstatement fee schedule.

Official Source

For the most up-to-date information, always verify requirements with the official Tennessee Secretary of State website:

https://sos.tn.gov/business-services

Important Disclaimer

This article is for informational purposes only and does not constitute legal advice. LLC requirements, fees, and deadlines change frequently. Always verify current requirements with your state's Secretary of State office before making business decisions.

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