Tennessee Foreign Registration › Annual report
The Tennessee annual report for a foreign LLC
Each foreign LLC holding a Tennessee certificate sends the Secretary of State an annual report, priced from $300 to $3,000 by member count. It is due on the first day of the fourth month after fiscal year end (April 1 for a calendar year), and one that is more than two months late lets the state begin revocation.
Report facts
- Filed with
- Tennessee Secretary of State, Division of Business and Charitable Organizations
- Fee
- $300 for up to 6 members
- More members
- $50 for each member over 6
- Ceiling
- $3,000
- Due
- First day of the fourth month after fiscal year end (April 1 for a calendar year)
- Agent or office change
- $20 extra
- Reminders
- Sent to the business email
Who files
Every foreign LLC authorized to transact business in Tennessee files the report. The filer first creates an account in the state's online system.
How the fee is worked out
The report fee follows the same scale as the application: $300 at the least, $50 more for each member over 6, and $3,000 at the most. A ten-member LLC pays $500. Tennessee also adds $20 when the report changes the registered office or agent.
The due date
The report is due on the first day of the fourth month after fiscal year end (April 1 for a calendar year). The fiscal year month on the original application fixes it, which is why that item matters.
What gets a report rejected
The Secretary of State lists these reasons: the wrong fee, an unsigned or undated report, and a report that is not typed or filled out in ink. For a corporation it adds an unlisted officer or board.
Members and the report fee
The member count on the report is the count that sets the fee. If members were added during the year, the fee can rise by $50 for each addition above 6.
Reminders and the email address
The state sends all reminders to the business email on the application, so keep it current.
What a missed report risks
A report not delivered within two months after it is due is a ground for revoking the certificate. The Secretary of State serves a determination first, gives two months to correct, and ends the authority only after that. The state also lists a failure to file an annual report as a reason for administrative dissolution.
Coming back after revocation
Reinstating costs $70 on Form SS-9410, with a tax clearance. The cost of one missed report is therefore the late report fee, the reinstatement fee and the tax clearance, which is more than the report itself.
Checking your record
The state's business information search shows the filing history of every business, so you can see which reports are on file.
Administrative dissolution
The state's reasons for administrative dissolution go beyond the annual report: failure to file an annual report, being without a registered agent, a foreign entity failing to maintain its assumed name after a name conflict, or a payment returned by a financial institution.
Fixing the agent through the report
The report can also correct the registered agent or office, and that adds $20 to the report fee. A stand-alone Form SS-4534 statement costs $20, so the amount is the same either way.
Corporations and the report
A foreign corporation pays $20 for its report, and $20 more when the filing also swaps the agent or office.
Why the report matters beyond the fee
The state may begin revocation two months after the due date, and reinstatement then needs its own form, fee and tax clearance.
Leaving before the next report
The duty to file ends only when the LLC withdraws. See leaving Tennessee and plan the withdrawal ahead of the next due date.
Report questions answered
What does the Tennessee LLC report cost?
$300 to $3,000, by member count.
When is it due?
First day of the fourth month after fiscal year end (April 1 for a calendar year).
Does swapping the agent during the year change the fee?
The report adds $20.
Where do reminders go?
To the business email on the application.
Can a late report be reinstated?
A revoked certificate can come back on Form SS-9410 for $70.
How do I see which reports are on file?
The state's business information search shows the filing history.
What you pay
Register in Tennessee
- SS-4233, completed from your answers
- A home certificate requested to fit the two-month window
- A Tennessee registered agent, either from us or of your choosing
- The filed application, returned to you as your certificate
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ from $300 Tennessee fee
The Tennessee fee for an LLC starts at $300 and rises with the member count; checkout prices your count on its own line. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- Tennessee Secretary of State, business forms and fees
- Tennessee Code Annotated 48-249-1007, LLC filing fees (General Assembly bill text restating the section)
- Tennessee Revised Limited Liability Company Act, foreign LLC provisions (Public Chapter 286)
- Tennessee Secretary of State, business FAQs
- Tennessee Secretary of State, business services
- Form SS-4233, application for certificate of authority, foreign limited liability company
- Form SS-4431, application for certificate of authority, foreign for-profit corporation
Doing business in Tennessee?
Order now and we prepare and file before another year of fine builds up.