Tennessee Certificate of Authority / Annual reports
The Tennessee annual report and its per-member fee
An authorized LLC pays $300 for its yearly filing through 6 members, $50 for each member after that, and no more than $3,000; a corporation pays $20. Both are due on the first day of the fourth month after fiscal year end (April 1 for a calendar year).
Report fees by entity
| Entity | Fee | Extra if the agent or office changes |
|---|---|---|
| LLC, up to six members | $300 | $20 |
| LLC, ten members | $500 | $20 |
| LLC, sixty members or more | $3,000 | $20 |
| Corporation | $20 | $20 |
A foreign LLC and a foreign corporation both file every year.
The deadline
The fiscal year month given on the original application fixes the date: the first day of the fourth month after fiscal year end (April 1 for a calendar year).
Recounting the members
Whatever count the report shows sets the fee, so recount first. Seven members cost $350.
Opening the account
Filers set up an account in TNCaB, the Secretary of State business filing portal first; the business email on the application receives the reminders.
Causes of rejection
Rejected reports carry the wrong fee, lack a signature or date, or are not typed or inked. A for-profit corporation must also name an officer.
A report that is late
If the report is not delivered within two months of its due date, the state has a ground to revoke, though it first serves a determination and waits two months. Failure to file also appears among the reasons for administrative dissolution.
Administrative dissolution
Administrative dissolution can follow from: 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.
Appeal after a refusal
A company refused reinstatement may go to the Davidson County chancery court, and it has 30 days from service of the written reasons to start that appeal.
The agent on the report
The report is also the place to correct the registered agent or office. Doing so adds $20 to the report fee, which matches the $20 charge for a stand-alone statement.
Recovering from revocation
To be reinstated, a company files Form SS-9410, pays $70 and attaches a tax clearance.
Confirming what is filed
Every business's filing history appears in the state's business information search.
Agent changes and the report
An agent change can ride along with the yearly filing for $20 more, or be filed alone for $20.
Corporation specifics
A foreign corporation pays $20, and $20 more if the report swaps the agent or office. One that misses the report or loses its agent can be dissolved or revoked, and reinstatement costs $70.
Nonprofit corporations
A foreign nonprofit has its own report, with its own fee, quoted when you order.
The cost of a lapse
If revocation follows a late report, add $70 for reinstatement and a tax clearance. A report filed inside the two-month window keeps the certificate.
A worked example for one LLC
Suppose an LLC authorized with five members files its yearly report at $300. Two members join and the next report, now at seven members, costs $350. If the LLC also swaps its agent that year, add $20.
Planning the budget
Add the yearly fee to the filing fee when estimating the first year, and remember that an agent change can add a smaller charge. Recount at each filing.
Reading the notices
Reminders go from the state to the business email given in the application; keep that mailbox current and watched.
Before you submit
Recount members, confirm the fee, check the email, sign and date, type or ink it, and record any change of agent or office.
When the duty ends
The duty continues until the LLC withdraws. See withdrawing.
Annual report questions
What is the LLC yearly fee?
$300 to $3,000, by members.
When is it due?
First day of the fourth month after fiscal year end (April 1 for a calendar year).
Does a new member change the fee?
Above 6 members, yes, by $50 each.
What if the report is late?
Two months past the due date, revocation can start.
What does a corporation pay?
$20.
Who receives the reminders?
The business email on the application.
Where is the filing history shown?
In the state's business information search.
Can the agent change be filed with the report?
Yes, for $20 extra.
Pricing
Get your Tennessee certificate
$199
+ from $300 state filing fee
$300 is the LLC floor on a $50-a-member scale; other entity types pay their own state fee, shown on the fees page. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
- An application written for your entity type from your replies
- The home certificate, requested to land inside the window
- A Tennessee agent for service from us, or one you choose
- The endorsed application returned to you as your certificate
- Renewal: after the first year, 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 Secretary of State, business FAQs
- Form SS-4431, application for certificate of authority, foreign for-profit corporation
- Tennessee Revised Limited Liability Company Act, foreign LLC provisions (Public Chapter 286)
- Tennessee Secretary of State, business services
- Form SS-4233, application for certificate of authority, foreign limited liability company
Ready for your Tennessee certificate?
Name the entity type and headcount; we write the matching application.