Staying compliant in Tennessee

How does the Tennessee annual report work?

Tennessee's annual report is filed with the Secretary of State once a year, and its due date is pegged to the close of your LLC's fiscal year rather than to the date you formed it.

When it is due

The report is due on or before the first day of the fourth month following the company's fiscal year closing. For an LLC whose fiscal year matches the calendar year, that falls at the start of April. An LLC with a different fiscal year has a different due date, so the date to watch comes from your own books, not from the day the state approved your filing. If you change fiscal years for tax reasons, the report deadline moves with it.¹

What it costs

The fee is at least $300, rising by $50 per member over 6 and capped at $3,000. An LLC with a small membership pays the minimum. A larger membership pays more for each member past the threshold, so adding owners raises the yearly bill. The formation fee follows a similar idea at $50 per member, with the same floor and cap.^{2, 5}

What it asks for

The report asks for the LLC's SOS control number and the names and business addresses of principal officers, governors, directors or managers. Those names and addresses become part of the LLC's filing with the state, so decide in advance whether you want a home address or a business address listed.¹

You can also update your registered agent or registered office on the report, which adds $20 to the report fee. That is handy when a change can wait for the report, but it is no substitute for a prompt standalone filing when an agent quits (see below).¹

This page's sources don't describe how the report itself is submitted, so check the Secretary of State's site for the current filing options. Our explainer on how annual reports work covers the general idea, and if you also run an LLC across a border, compare Georgia's compliance rules and Kentucky's compliance rules.

Do Tennessee LLCs pay franchise or excise tax?

Yes. The Department of Revenue applies franchise tax and excise tax to LLCs, with franchise tax at 0.25% of the tax base and a minimum of $100.³

The Department's wording covers an LLC by name: the taxes apply "If you are a corporation, limited partnership, limited liability company, or business trust chartered" in Tennessee or doing business here. The sources here don't say how a single-member LLC that is disregarded for federal tax purposes is treated, so ask the Department or a tax professional before assuming it is exempt.³

This page's sources don't give the excise tax rate or the return due dates, so take those from the Department of Revenue directly. Two practical points are worth noting.

• These taxes are separate from the annual report. Paying the report fee to the Secretary of State does not settle anything with the Department of Revenue, and the reverse is also true.
• Tax status feeds into good standing. Reinstating a dissolved LLC requires a tax clearance from the Department of Revenue, so unpaid franchise and excise tax can block the way back.⁵

Federal filings run through the IRS on their own schedule. Keep a single list that includes the report, the state taxes and federal returns, because they come from three different offices.

What happens if a Tennessee LLC falls behind?

The official pages checked for this guide don't state a late fee for the annual report or what happens when it is overdue.

The dissolution grounds they do give concern the registered agent, and coming back after dissolution costs $70 plus a tax clearance.⁵

The two agent grounds sit under Tenn. Code Ann. 48-249-604(2) and a related provision of the same section.⁴

1. The LLC is without a registered agent or registered office in Tennessee for two (2) months or more.
2. Failing to notify the Secretary of State within two months of an agent change or resignation is a separate ground.⁴

Ask the Secretary of State as soon as you realise a report is overdue, since this page can't quote a grace period or the consequence.

If the LLC is dissolved, the reinstatement application costs $70, and the state also requires a tax clearance from the Department of Revenue. In practice that means two offices: the Department of Revenue first, to clear taxes, and then the Secretary of State with the application. Until then, good standing is gone. That can hold up a bank loan, a lease or a licence renewal, and it shows to anyone who looks up the LLC on the state's records. If the business kept trading while dissolved, talk to a lawyer about contracts signed in that period. The Tennessee registered agent guide explains what a gap in the agent means in more detail.⁵

How do you keep your Tennessee registered agent current, and what do compliance services cover?

Keep a registered agent who maintains an office at the same street address as the registered office on record without a break (Tenn. Code Ann. § 48-249-109), and file a Registered Agent Change whenever the agent or registered office changes.^{6, 7}

The change is filed online via TNBear or printed and mailed, at $20. File it before cancelling the old service. Resignations also move fast in Tennessee, where an agent's resignation takes effect on the date the agent's signed resignation statement is filed with the Secretary of State, after written notice goes to the LLC's principal executive office by certified mail. If your principal office address on the state record is stale, that letter can go astray, and the clock on the dissolution grounds described above starts without you knowing. The step order is laid out in our guide to changing a registered agent.^{7, 8}

What provider compliance features do in Tennessee

The providers below list annual report filing or reminders, while the report fee itself is set by the state. They differ in what they charge and whether the state fee is extra; several list it as extra.

• Tailor Brands includes annual report filing in its Essential and Elite packages, not in Lite.⁹
• ZenBusiness sells Annual Report Filing $100 per report and a Worry-Free Compliance $199/year plan.¹⁰
• LegalZoom charges $99 + state filing fees, bills once.¹¹
• Bizee (formerly Incfile) says it handles annual report filings, with no standalone price stated.¹²
• Swyft Filings sells ComplianceGuard $199/year (annual report filing included, state fee applies).¹³
• Northwest Registered Agent charges $100 + state fees, charged at filing, and InCorp Services charges $89 + state fees.^{14, 15}
• Harbor Compliance lists $199 per state per year plus filing fees, and Rocket Lawyer lists $100 with Pro membership, excluding state fees.^{16, 17}
• doola publishes annual report notifications rather than a filing price.¹⁸

Two gaps are worth checking before you rely on any of them. First, the terms above describe the Secretary of State's report, not your franchise and excise tax return. InCorp Services lists "Annual report and franchise tax deadlines tracked per entity" with email reminders, but a reminder is not a filing. Second, the member-based fee means the state charge can vary from LLC to LLC, so confirm whether a plan's price includes it.¹⁹

Renewal terms deserve a look too. Harbor Compliance, for example, needs notice of non-renewal at least 90 days before the end of the current term, or the agent service renews. Provider prices side by side are on the Tennessee registered agent comparison, and services ranked by these features are on registered agents for compliance. Before you cancel one, read how to cancel a registered agent service.²⁰

What does a Tennessee LLC calendar look like from formation onward?

Tennessee's calendar has one fixed state filing a year plus tax returns, so the work is mostly about knowing your fiscal year.

Year one

1. Formation approved. The formation fee was $50 per member with the same floor and cap as the report. Our Tennessee LLC formation guide covers the filing itself, and the cheapest Tennessee LLC options add up the bill.⁵
2. Settle the fiscal year with your accountant. It sets the annual report date and your tax periods.
3. Ask the Department of Revenue which franchise and excise tax registrations apply, and note its return dates on the same list.
4. Confirm your agent's contact details and the principal office address on the state record, so a resignation letter or a court paper reaches you.

Year two and after

1. File the annual report on or before the first day of the fourth month following the company's fiscal year closing. The rule ties the date to the close of a fiscal year, so the first report follows the end of your first fiscal year; the Secretary of State can confirm the exact date.¹
2. Review officer and manager names before filing, since the report puts them on the record.
3. File franchise and excise tax returns on the Department's schedule.
4. Watch your agent's renewal date and any notice period in its terms.
5. After any agent change or resignation, file the Registered Agent Change promptly, long before the gap described above can open.⁷

Terms such as administrative dissolution and tax clearance are defined in our glossary, and what a registered agent does covers the agent's role.