Tennessee LLC Annual Report: Due Date, Fee and Late Penalty

Tennessee LLC annual report rules at a glance

State fees verified October 2026 and set by the state, not by us. Deadlines, penalties and dissolution rules are Tennessee's, read from its statutes and the pages of the Tennessee Secretary of State; the statutes are cited in the text.

How Tennessee's annual report works

Tennessee's annual report is due on the first day of the fourth month after the LLC's fiscal year end, so April 1 for an LLC on a calendar year, and is filed with the Secretary of State through the TNCaB portal (an account is required). The state opens the window on the first day of the fiscal-year-end month, December 1 for a calendar-year LLC.

The state fee is set by headcount: $50 for each member on the filing date, with a minimum of $300 and a maximum of $3,000. That is why Tennessee is one of three states whose report cannot be quoted as a single number without knowing the company. The report confirms the principal office, the registered agent and office, and the names and addresses of the managers or members, which is where the member count comes from.

Tennessee's published materials show no late fee for the annual report itself; the state's leverage is administrative dissolution and the franchise and excise tax returns that a reinstatement requires. Those taxes, filed with the Department of Revenue by the 15th day of the fourth month after the fiscal year end, are separate from the report.

Who files it and what the form asks

Every Tennessee LLC on the state's active record owes the annual report for each report year, whether or not it did any business; an LLC that has stopped trading still owes it until it files articles of dissolution. A member, manager or someone they authorize signs it, and in practice the owner, the registered agent or the company's accountant files it.

The form confirms what the state already holds: the principal office and mailing address, the registered agent and registered office, and the people who run the LLC, with the Tennessee-specific fields described above. What matters is that anything that changed during the year is corrected here, because the state sends its notices, including the next year's reminder, to the addresses on the report.

Changing the registered agent is best treated as a separate filing in Tennessee: the annual report confirms the agent on record, and the state's statement of change names the new one. Owners who switch agents usually file the change first so the report shows the right agent. We can make the switch for you, and the Tennessee registered agent rules cover who may serve. Every state's change form and fee is in how to change a registered agent.

When the Tennessee annual report is due

Tennessee uses one date for every LLC: the first day of the fourth month after the fiscal year end (April 1 for a calendar year), every year. The state starts accepting the report on the first day of the fiscal-year-end month (December 1 for a calendar year), so the filing window runs from then to the due date, and filing in the first weeks of it is the simplest way never to meet the penalty.

There is no grace period: the day after the due date the report is late. Tennessee keeps accepting that year's report through December 31 of the report year; after that the consequences below take over.

Your first annual report

The first annual report is due April 1 of the year after the LLC was formed: formed any time in 2026, first report by April 1, 2027. Nothing is owed in the formation year itself.

The state fee and the late penalty

Tennessee's fee is not one number: $300/year minimum, up to $3,000. The state's own payment screen is the final word on what a particular LLC owes, which is why no one should quote it without the company's details.

The late penalty in Tennessee: none published for the report itself. The state's response to a missed report is otherwise the status change and dissolution process described next.

If you missed the Tennessee annual report

Tennessee's Secretary of State can administratively dissolve an LLC that does not file its annual report after notice; the published materials do not set a single day count. Reinstatement requires every missed report, each priced by member count, plus the state's reinstatement fee, and the Department of Revenue must confirm that every franchise and excise tax return has been filed first, so the total is confirmed with the state rather than quoted in advance.

The ladder is the same everywhere: a late fee where the state has one, then loss of good standing (which blocks a certificate of good standing and the loans, contracts and registrations that need one), then administrative dissolution or revocation, then reinstatement. Our guide to reinstating a dissolved LLC walks through the steps and the state fees in every state, and we file reinstatements. Until the LLC is dissolved, the cheapest fix is almost always to file the report now.

Before you file the Tennessee annual report

The filing itself takes minutes once the details are to hand; most of the time lost on an annual report is spent hunting for them. Have ready:

• The LLC's Tennessee file or entity number, as it appears on the articles or on the Tennessee Secretary of State business search; the Tennessee Secretary of State requires an online account tied to the record, so set that up before the deadline week.
• The registered agent's current name and Tennessee street address; if the agent has changed, file the change first.
• The principal office and mailing address as they should read for the coming year.
• The names and addresses the Tennessee form asks for (above), spelled as the state has them.
• The company details that set the fee ($300/year minimum, up to $3,000).
• The signer's name and capacity: member, manager or authorized person.

Save the state's confirmation when it arrives. It is the proof of filing a bank, a lender or a buyer will ask for, and the date on it is the date the state goes by.

How Tennessee compares with its neighbors

Tennessee's annual report is due the first day of the fourth month after the fiscal year end (April 1 for a calendar year), with a fee that depends on the company. Next door:

• Kentucky: an annual report due June 30 ($15 state fee, no late fee).
• Virginia: an annual registration fee due the last day of the anniversary month ($50 state fee, $25 late penalty).
• North Carolina: an annual report due April 15 ($200 state fee, no late fee).
• Georgia: an annual registration due April 1 ($60 state fee, $25 late penalty).
• Alabama: no LLC annual report at all.
• Mississippi: an annual report due April 15 (no fee, no late fee).
• Arkansas: an annual franchise tax report due May 1 ($150 state fee, no late fee).
• Missouri: no LLC annual report at all.

An LLC registered to do business in more than one of these states owes each state's report on each state's calendar; the formation state's filing never covers a foreign registration, and the due dates rarely line up.