Tennessee Annual Report: Due Date, Fee & Late Penalty

Last verified: 2026-10-03 against the Tennessee Secretary of State, Division of Business and Charitable Organizations and other official sources listed below

Short answer: Tennessee LLCs file the Annual Report each year (on or before the first day of the fourth month following the close of the LLC's fiscal year (April 1 for a December fiscal year end); fee $300). Corporations: on or before the first day of the fourth month following the close of the corporation's fiscal year (April 1 for a December fiscal year end), fee $20.

Tennessee annual report due date calculator

Pick the entity type and formation date to get your exact next due dates, fee and late penalty.

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Fiscal year ends

Tennessee · LLC

Annual Report: On or before the first day of the fourth month following the close of the LLC's fiscal year (April 1 for a December fiscal year end)

State fee: $300
If you file late: No late fee stated by the state

File online ↗Official instructions ↗Add all your federal + state deadlines →

Verified 2026-10-03 against 4 official sources: [1] sos.tn.gov [2] sos.tn.gov [3] sos-tn-gov-files.tnsosfiles.com [4] wapp.capitol.tn.gov

Tennessee LLC: Annual Report

Due: On or before the first day of the fourth month following the close of the LLC's fiscal year (April 1 for a December fiscal year end)
How often: Every year
First report: First day of the fourth month after the close of the first fiscal year (April 1 of the year after formation for a calendar-year LLC); fiscal year close defaults to December if not stated in the articles
State fee: $300 — $50 per member, minimum $300 (covers up to 6 members), maximum $3,000. Additional $20 if the registered agent/office is changed on the report. Filed in TNCaB (account required). A 2025 bill (SB0037) to change fees was withdrawn January 30, 2025
Late fee: None stated by the state
Dissolution: Failure to file an annual report is grounds for administrative dissolution by the Secretary of State; the entity is then shown as inactive (SOS FAQ)
Reinstatement: Application for Reinstatement Following Administrative Dissolution (SS-9410): $70, plus delinquent annual reports/fees; a tax clearance from the Department of Revenue is required to reinstate

Sources: [1] sos.tn.gov · [2] sos.tn.gov · [3] sos-tn-gov-files.tnsosfiles.com · [4] wapp.capitol.tn.gov

Tennessee corporation: Annual Report

Due: On or before the first day of the fourth month following the close of the corporation's fiscal year (April 1 for a December fiscal year end)
How often: Every year
First report: First day of the fourth month after the close of the first fiscal year (April 1 of the year after incorporation for a calendar-year corporation)
State fee: $20 — Plus an additional $20 if any change is made to the registered agent/registered office. Franchise & excise tax is filed separately with the Department of Revenue (listed separately)
Late fee: None stated by the state
Dissolution: Failure to file an annual report is grounds for administrative dissolution by the Secretary of State (SOS FAQ)
Reinstatement: Application for Reinstatement Following Administrative Dissolution/Revocation (SS-9410): $70, plus delinquent reports; tax clearance from the Department of Revenue required

Sources: [1] sos.tn.gov · [2] sos.tn.gov · [3] sos.tn.gov

Tennessee nonprofit corporation: Annual Report

Due: On or before the first day of the fourth month following the close of the fiscal year (April 1 for a December fiscal year end)
How often: Every year
First report: First day of the fourth month after the close of the first fiscal year
State fee: $20 — (the SOS FAQ states the corporation annual report fee is $20; nonprofits must list a president and secretary). Plus $20 for a registered agent change
Late fee: None stated by the state
Dissolution: Failure to file an annual report is grounds for administrative dissolution
Reinstatement: SS-9410 reinstatement: $70

Sources: [1] sos.tn.gov · [2] sos.tn.gov

Tennessee franchise, privilege and minimum taxes

Franchise and excise tax return (Form FAE170) (Tennessee Department of Revenue) — Franchise tax 0.25% of Tennessee net worth with a $100 minimum; excise tax 6.5% of Tennessee taxable income. Most LLCs (including single-member LLCs) and limited partnerships file; general partnerships and sole proprietors do not. Due: 15th day of the fourth month following the close of the books (April 15 for calendar-year filers); 7-month extension available. Quarterly estimated payments required if combined liability is $5,000 or more in both prior and current years

Foreign (out-of-state) LLCs and corporations registered in Tennessee

LLC: Foreign LLCs pay the same $50-per-member annual fee (min $300, max $3,000); same fiscal-year-based due date
Corporation: Foreign corporations file the same $20 annual report on the same schedule

Good to know

Tennessee's annual report is tied to the fiscal year, not the formation date: due the 1st day of the 4th month after fiscal year end (April 1 for calendar-year entities). The SOS January 2026 press release states reports are due by April 1 each year.
Tennessee LLC annual report fee is the highest common one in the region: $50 per member, minimum $300, maximum $3,000. Corporations pay only $20.
Annual reports must be filed through TNCaB, which requires creating a new account.
Tax clearance from the Department of Revenue is required to reinstate, terminate or obtain a certificate of existence.

Tennessee annual report FAQ

When is the Tennessee LLC annual report due?

Annual Report: On or before the first day of the fourth month following the close of the LLC's fiscal year (April 1 for a December fiscal year end). First report: First day of the fourth month after the close of the first fiscal year (April 1 of the year after formation for a calendar-year LLC); fiscal year close defaults to December if not stated in the articles. Use the calculator on this page with your formation date to get the exact date.

How much is the Tennessee annual report fee?

LLC: $300 ($50 per member, minimum $300 (covers up to 6 members), maximum $3,000. Additional $20 if the registered agent/office is changed on the report. Filed in TNCaB (account required). A 2025 bill (SB0037) to change fees was withdrawn January 30, 2025). Corporation: $20 (Plus an additional $20 if any change is made to the registered agent/registered office. Franchise & excise tax is filed separately with the Department of Revenue (listed separately)). Nonprofit corporation: $20. These are state fees; portal or card fees may apply.

What happens if I file my Tennessee annual report late?

Failure to file an annual report is grounds for administrative dissolution by the Secretary of State; the entity is then shown as inactive (SOS FAQ).

Where do I file the Tennessee annual report?

With the Tennessee Secretary of State, Division of Business and Charitable Organizations, online at tncab.tnsos.gov/.

Official Sources

Figures checked against these sources on 2026-10-03

General information, not legal advice. Confirm current fees and deadlines with the Tennessee Secretary of State, Division of Business and Charitable Organizations before filing.