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Tennessee LLC Annual Report: $50 Per Member, Due by Fiscal Year

Every Tennessee LLC files an annual report with the Secretary of State through TNCaB: $50 per member, $300 minimum and $3,000 maximum, due on or before the first day of the fourth month after your fiscal year ends. For most LLCs that date is April 1. Miss it and the LLC may be administratively dissolved.

By the LLCForming research teamFees checked Nov 8, 2026

The annual report, and the per member fee

Item	Tennessee rule
Who files	Domestic LLCs and registered foreign LLCs, every year.
Fee	$50 per member, minimum $300, maximum $3,000. The Secretary of State's FAQ states it plainly: the fee is a $300 minimum up to a $3,000 maximum, increasing by $50 per member for every member over 6, up to the cap.
Due date	On or before the first day of the fourth month following the close of the LLC's fiscal year, under T.C.A. section 48-249-1017. April 1 for a calendar year LLC.
Where	Through TNCaB at tncab.tnsos.gov. The Secretary of State states you must first create a TNCaB account to file an annual report.
Late dollar penalty	None published. No dollar late fee for a late LLC annual report appears on the official pages or forms reviewed for this guide, and this page does not invent one. The published consequence is administrative dissolution, below.

Budget from your member count, not from the $300 headline. Six or fewer members pay $300. Seven members pay $350, ten pay $500, and the fee caps at $3,000 at 60 members. Adding a member in Tennessee raises two filings at once, because formation and the annual report share the same formula.

The due date follows your fiscal year, not your anniversary

Tennessee is not an anniversary state. The statute keys the report to the close of the fiscal year you declared on Form SS-4270. Most LLCs are calendar year LLCs, either by choice or by default, because the Division lists December as the fiscal year ending month when the form leaves it blank. Those LLCs file by April 1. An LLC that chose a different fiscal year end counts four months from that date instead. Set the reminder from your fiscal year end, and keep it separate from the franchise and excise tax return, Form FAE-170, which is due two weeks later, on April 15 for a calendar year business. Two April deadlines, two different offices, two different filings.

What happens if you do not file

The Secretary of State's FAQ confirms the mechanism in its own words: administrative dissolution occurs for failure to file an annual report, and a business entity that has failed to file its annual report on a timely basis may be administratively dissolved and placed in inactive status. The full list of grounds and the notice and cure procedure were not set out on the official pages reviewed for this guide, so this page states the confirmed ground and the confirmed consequence and nothing more. Treat a missed report as an existence problem, not a late fee problem, because on the state's own account that is what it is.

Reinstatement: $70, with tax clearance first

An administratively dissolved LLC applies for reinstatement on Form SS-9410, Application for Reinstatement Following Administrative Dissolution or Revocation, for $70. The gate that catches people is printed on the form: before the application will be accepted for filing, tax clearance verification for reinstatement must be obtained from the Tennessee Department of Revenue, and if that clearance cannot be obtained, the application will be rejected and returned. The form directs filers to the Department of Revenue at 615-253-0700 for the clearance. One limit to respect: how long after dissolution reinstatement remains available was not confirmed on an official page reviewed for this guide, and secondary sources conflict, so this page publishes no reinstatement window. If you discover a dissolution, start the tax clearance and the filing immediately rather than assuming you have years.

The taxes that run beside the report

The annual report is a Secretary of State filing. The money obligations that share its season sit with the Department of Revenue. Franchise tax is 0.25% of Tennessee net worth with a $100 minimum that is payable even if the LLC is inactive. Excise tax is 6.5% of Tennessee taxable income. Both are reported on the combined Form FAE-170 through TNTAP, due the 15th day of the fourth month after the close of the books. Filing the annual report does not file your taxes, and filing your taxes does not file your annual report. An LLC current with one office can still be dissolved by the other.

Closing a Tennessee LLC takes two $20 filings, and tax clearance

Ending the LLC deliberately is a two step filing, not a lapse. First file a Notice of Dissolution, Form SS-4246, for $20. Then file Articles of Termination of Limited Liability Company Existence, Form SS-4245, for $20. The termination form states that Articles of Dissolution must be filed before, or at the same time as, the Articles of Termination, and if the dissolution carries a delayed effective date, the termination cannot be submitted until that date arrives. The second gate is tax clearance: before the Articles of Termination will be accepted for filing, tax clearance verification for termination must be obtained from the Department of Revenue, at 615-253-0700, and without it the filing will be rejected and returned. Budget $40 in Secretary of State fees to close, and start with Revenue, not with the termination form. Our dissolution guide covers the order of operations for winding down before you file.