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Tennessee has the sharpest LLC-versus-corporation price gap in the country. The Secretary of State's own FAQ states it side by side: "The annual report fee for a corporation is $20 … The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000." That's a 15× multiple before you add a single extra member — and the fee is a meter, not a flat rate: every member past six adds $50 a year. The deadline has its own trap: it isn't a calendar date at all. Under TCA § 48-249-1017(c), the report is due "on or before the first day of the fourth month following the end of the close of the … LLC's fiscal year." For the calendar-year LLCs most small owners run, that's April 1 — but a June 30 fiscal year moves it to October 1, and owners who memorized "April" from a blog post can be quietly early or late.
| Item | Tennessee LLC |
|---|---|
| What's due | Annual Report to the Tennessee Secretary of State (every domestic LLC and every foreign LLC authorized in the state) |
| Deadline | First day of the fourth month after your fiscal year closes (TCA § 48-249-1017(c)) — April 1 for calendar-year LLCs |
| Fee | $300 minimum; +$50 per member for every member over 6; $3,000 cap (per the SOS FAQ). Corporations pay $20 |
| What's on it | Registered agent/office, principal office, managers/directors (if manager-managed), officers, FEIN — and, if you'll have more than 6 members on the execution date, the member count (§ 48-249-1017(a)) |
| Miss it | Entity "may be administratively dissolved and placed in inactive status" (SOS FAQ) — no flat late fee is published for LLCs; the penalty is your company's existence |
| Getting back | Reinstatement requires a certificate of tax clearance from the TN Department of Revenue (SOS FAQ) — a second agency in the loop |
| Where | Online via the SOS's TNCaB filing system |
Check which fiscal year the state has on file. The April 1 shorthand only holds if your LLC's fiscal year ends December 31. If you elected a different fiscal year, your due date is the first day of the fourth month after that close. If you're unsure, pull your entity's filing history in the SOS Business Information Search before assuming.
Tennessee is one of the only states where the annual-report fee scales with your ownership table. One to six members costs the $300 minimum. Seven members costs $350, ten costs $500, and the meter runs to a $3,000 cap. The statute builds the count into the filing itself: § 48-249-1017(a)(7) requires an LLC that "will have more than six (6) members as of the date the annual report is executed" to state the number of members on the report. Two practical consequences: admitting members has a small recurring state cost most operating agreements never mention, and the fee is set by the member count on the execution date — worth knowing before you time a new admission a week before filing.
Tennessee doesn't hit a late LLC with a published flat penalty the way Florida's $400 does. Instead the cost shows up as status: the SOS FAQ says a business that fails to file on time "may be administratively dissolved and placed in inactive status," and lists failure to file the annual report first among the grounds for administrative dissolution. The same list holds a ground almost nobody expects: "returned payment by a financial institution." A bounced or disputed card behind an otherwise on-time filing can put you on the dissolution track too — so confirm the payment actually cleared, not just that you hit submit.
Getting back is where Tennessee gets genuinely expensive in time rather than dollars. Per the FAQ, "tax clearances are required to obtain a certificate of existence, to reinstate, and to terminate, cancel or withdraw an entity from Tennessee." Reinstatement therefore runs through two agencies: you must first satisfy the Department of Revenue (which has its own view of what you owe) and obtain a certificate of tax clearance, then file for reinstatement with the Secretary of State. If your entity fell out of compliance on the tax side while it sat inactive, the clearance step — not the SOS paperwork — is usually the long pole. New Jersey owners will recognize the pattern from that state's tax-clearance loop.
| Where you are | What it costs |
|---|---|
| On time (by the 1st day of your 4th post-fiscal-year month) | $300 minimum ($50/member over 6, capped at $3,000) |
| Late | No published flat late fee — but the entity becomes eligible for administrative dissolution |
| Administratively dissolved | Inactive status; shows on the public Business Information Search |
| Reinstating | Department of Revenue tax clearance + SOS reinstatement filing — two agencies, sequenced |
The Secretary of State's annual report is separate from the franchise and excise taxes most Tennessee LLCs also owe the Department of Revenue — different agency, different filing, different money. Paying one does not file the other, and the DOR relationship is exactly what the tax-clearance requirement checks when you reinstate. The general split between report obligations and tax obligations is explained in franchise tax vs. annual report; for your actual tax amounts, work from the Department of Revenue's current guidance, not summaries.
The $300 minimum puts Tennessee near the top of the annual-cost table — above Maryland's $300 flat once you pass six members, below only Massachusetts's $500 among flat-fee states, and well past Nevada's $350 stacked filings at higher member counts. Its LLC-vs-corporation asymmetry (15×) dwarfs North Carolina's 8×. And its fiscal-year-keyed deadline makes it a sibling of Texas, where the filing also tracks the tax year rather than the calendar or an anniversary. Already missed a deadline here or anywhere else? The recovery path is in what to do if you missed your annual report.
Tennessee keys your deadline to your fiscal year and prices it by your member count. EntityMinder pins the right date for your LLC — and every other state's — to a calendar with reminders. The beta waitlist is open; planned pricing is $9/month.
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