Tennessee LLC & Corporation
Annual Report Requirements
Statutory filing timelines, member tiered fee structures, dissolution notice periods, and online filing procedures with the Tennessee Secretary of State.
Tennessee Annual Report Overview
Every limited liability company and corporation registered in Tennessee must file an annual report with the Secretary of State Division of Business Services to maintain active good standing. This statutory requirement ensures the public record accurately reflects current company leadership, principal business addresses, and registered agent designations.
Tennessee does not assess a monetary late fee for filings received past the deadline. However, failing to file triggers formal administrative dissolution proceedings. Once dissolved, an entity loses the authority to transact business, enter into binding legal agreements, or defend corporate liability shields in court.
Tennessee calculates LLC annual report fees based on total membership headcount. The fee is fifty dollars per member with a statutory minimum of three hundred dollars, which covers companies with one to six members. The statutory maximum fee is three thousand dollars for companies with sixty or more members.
When is the Tennessee Annual Report Due?
Tennessee annual reports are due on or before the first day of the fourth month following the close of the business fiscal year. For companies operating on a standard calendar year ending December 31, the annual report deadline is April 1. Entities operating on an alternate fiscal year must calculate their due date accordingly.
How Much Does It Cost?
What Happens If You Miss the Deadline?
If your annual report is not submitted by April 1, the Secretary of State issues a formal Notice of Determination of Administrative Dissolution or Revocation. The business receives sixty days from the notice date to submit the delinquent filing and clear all pending obligations.
If the sixty day statutory period elapses without submission, the state administratively dissolves domestic companies or revokes authority for foreign entities. To restore an administratively dissolved business, you must file an Application for Reinstatement, submit all delinquent annual reports, pay accumulated state fees, clear outstanding Department of Revenue franchise and excise tax accounts, and remit a seventy dollar reinstatement penalty fee.
How to File the Tennessee Annual Report
Filing online through the Tennessee Secretary of State business services portal, known as TNBear, is the fastest method. Electronic submissions update the registry immediately and provide downloadable confirmation receipts.
Required Information for Filing:
- Exact legal entity name as registered in Tennessee state records
- Secretary of State Control Number
- Current registered agent name and physical street address in Tennessee
- Principal executive office location and official mailing address
- Total number of LLC members as of the fiscal year close
- Names and business addresses of corporate officers and directors for corporations
- Credit card or electronic check to cover the filing fee
Step by Step Online Filing Instructions:
- Access the official Tennessee Secretary of State TNBear portal using the link below.
- Search for your business record by name or state control number.
- Confirm entity details and select the option to start the Annual Report filing.
- Review prefilled information, verifying principal office and registered agent data.
- Enter the current member headcount for LLCs or corporate officer rosters for corporations.
- Submit electronic payment for the statutory state filing fee.
- Download and print your completed report and state confirmation filing receipt.
Frequently Asked Questions
Yes. The Tennessee annual report is a mandatory statutory confirmation required to confirm ongoing active business status. You must submit the report and pay the statutory fee each year regardless of whether addresses or member details changed.
Yes. The Secretary of State provides printable annual report forms prefilled with company records. However, online submission through TNBear processes instantly, avoids transit delays, and reduces clerical errors.
Yes. Tennessee allows companies to update their registered agent or registered office address directly within the annual report workflow. An additional twenty dollar statutory fee applies when updating registered agent information on the report.
Yes. Single member LLCs fall under the statutory minimum fee of three hundred dollars. The base minimum applies to all LLCs having between one and six members.
If commercial operations have ended, you should formally submit Articles of Termination or Dissolution with the Secretary of State rather than allowing the business to lapse into delinquency. Proper formal closing protects public records and prevents unresolved tax inquiries with the Department of Revenue.
In addition to Secretary of State entity compliance, Tennessee insurance agencies and producers must manage Department of Commerce and Insurance licensing renewals, agency registrations, and continuing education requirements.
View Tennessee Insurance Licensing & CE Guide →