Tennessee LLC Annual Report and Taxes (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

A Tennessee LLC files an annual report with the Secretary of State by the first day of the fourth month after its fiscal year end - April 1 for calendar-year LLCs - for $50 per member ($300 minimum, $3,000 maximum). Separately, it files franchise and excise tax on Form FAE 170 with the Department of Revenue: 0.25% of net worth (minimum $100) plus 6.5% of net earnings.

Quick Answer

Annual report due
1st day of 4th month after fiscal year end (April 1)
Report fee
$50/member - $300 minimum, $3,000 maximum
Filed with
Tennessee Secretary of State
Franchise tax
0.25% of net worth; $100 minimum (Form FAE 170)
Excise tax
6.5% of net earnings (Form FAE 170)
FAE 170 due
15th day of 4th month after tax year (April 15)

Two Separate Filings: Report and Tax

Tennessee LLCs have two distinct annual obligations that owners often confuse. The annual report goes to the Secretary of State and keeps the LLC in good standing on the corporate registry. The franchise and excise tax return (Form FAE 170) goes to the Department of Revenue and reports the LLC's tax. They have different agencies, different forms, and slightly different due dates. This page covers both so you can keep the LLC compliant; for the cost summary, see Tennessee LLC cost, and for formation, see how to form an LLC in Tennessee.

Annual Report: Due Date and Fee

The Tennessee annual report is due on or before the first day of the fourth month following the close of the LLC's fiscal year. For the majority of LLCs, which use a December 31 fiscal year end, that deadline is April 1 each year. The fee mirrors the formation fee: $50 per member in existence, with a $300 minimum and a $3,000 maximum. An LLC with six or fewer members pays the $300 minimum. If the report also changes your registered agent or registered office, the Secretary of State adds a $20 surcharge. You file online through the Secretary of State's business services portal or by mail.

How to File the Annual Report

Filing the Tennessee annual report is a short process you can complete online. The steps are:

  1. Look up your LLC in the Secretary of State's business information search using its name or control number.
  2. Open the annual report for the current period and confirm the principal office, members, and registered agent details.
  3. Update the number of members if it changed, since that drives the fee.
  4. Pay the per-member fee ($300 minimum), plus the $20 surcharge if you changed the registered agent on the report.
  5. Submit and save the confirmation for your records.

Filing on time each year is the single most important step to avoid administrative dissolution. There is no separate initial report required just after formation, so your first annual report is simply the one due the year after you organize. Set a recurring reminder for the first day of the fourth month after your fiscal year end, because the Secretary of State does not always mail a paper notice, and an owner who assumes a reminder will arrive can miss the deadline. If you use a commercial registered agent, many services track the date for you, but the legal responsibility to file stays with the LLC.

Franchise and Excise Tax (Form FAE 170)

Franchise and excise tax is the Tennessee LLC's main state tax and is filed on Form FAE 170 with the Department of Revenue through the TNTAP portal. The franchise tax is 0.25% of the LLC's net worth, subject to a $100 minimum that applies to any registered entity, active or not. Effective for tax years ending on or after January 1, 2024, Tennessee repealed the alternative property measure, so franchise tax is computed on net worth alone. The excise tax is 6.5% of the LLC's Tennessee net earnings. Both are reported together on the same return. Because Tennessee has no tax on wages or salaries, this combined tax - not a personal income tax - is the state's main levy on business profit.

Franchise and Excise Tax: Due Date

The franchise and excise tax return is due on the 15th day of the fourth month after the tax year closes. For a calendar-year LLC, that is April 15. Note the one-day gap from the annual report: the Secretary of State report is due April 1, while the Department of Revenue tax return is due April 15. Form FAE 170 must be filed electronically through TNTAP, and payments are made through the same portal. An extension of time to file is available, but it does not extend the time to pay the tax owed.

Tennessee LLC Compliance Calendar (2026)

The table below summarizes the recurring Tennessee LLC deadlines for a calendar-year LLC, each verified against the Secretary of State and Department of Revenue. Fiscal-year LLCs shift these to the fourth month after their own year end.

ObligationAgencyDue (calendar year)Amount
Annual reportSecretary of StateApril 1$50/member; $300 min, $3,000 max
Franchise tax (FAE 170)Department of RevenueApril 150.25% net worth; $100 min
Excise tax (FAE 170)Department of RevenueApril 156.5% of net earnings
Business tax return (if standard license)Department of Revenue15th day, 4th monthRate by classification
Business license renewalCounty / city clerkAnnual$15

How the Per-Member Fee Works

The per-member structure of the Tennessee annual report fee surprises owners used to flat-fee states, so it is worth spelling out. The fee is $50 for each member of the LLC, but it can never be less than $300 or more than $3,000. In practice that means an LLC with one to six members always pays the $300 floor, because six members at $50 each equals exactly $300. The seventh member is the first that raises the fee - a seven-member LLC pays $350, an eight-member LLC pays $400, and so on, until the $3,000 ceiling is reached at sixty members. Report the number of members accurately, because the count on the report drives the fee, and the same rule governs the formation fee you paid on Form SS-4270. If your membership changed during the year, use the current count when you file. For the full fee breakdown, see Tennessee LLC cost.

What the Annual Report Updates

The Tennessee annual report is more than a fee payment - it refreshes the LLC's public record. When you file, you confirm or update the LLC's principal office address, its registered agent and registered office, its management structure, and its member count. Keeping these current matters because the state, courts, and the public rely on the record to reach the LLC. If your registered agent has changed, updating it on the annual report is the simplest route, though it adds the $20 surcharge to the per-member fee. Because the report is where the state checks that the LLC still has a valid agent and office, an out-of-date report is one of the fastest paths to administrative dissolution - so treat the annual filing as a yearly compliance check, not just a bill.

Business Tax and the Annual Cycle

Business tax is a separate Tennessee obligation tied to gross receipts, distinct from franchise and excise tax. An LLC with a standard business license - gross receipts of $100,000 or more - must register for and file the business tax return with the Department of Revenue in addition to Form FAE 170. An LLC with a minimal activity license (gross receipts over $3,000 but under $100,000) holds the $15 license but does not file the business tax return. The business tax return is due on the 15th day of the fourth month after the fiscal year end. See business license in Tennessee for the licensing thresholds and the national licensing overview.

Penalties for Missing Deadlines

Missing Tennessee deadlines has escalating consequences. If an LLC fails to file its annual report, the Secretary of State can administratively dissolve it, stripping its authority to do business. Reinstatement then requires an Application for Reinstatement (Form SS-9410) with a $70 fee, the delinquent annual reports and fees, and a tax clearance from the Department of Revenue. Late franchise and excise tax accrues penalties and interest set by the Department. Filing both the annual report and Form FAE 170 on time each year keeps the LLC in good standing and avoids these costs. If you no longer need the LLC, close it properly - see how to dissolve an LLC in Tennessee.

Frequently Asked Questions

When is the Tennessee LLC annual report due?

On or before the first day of the fourth month after the LLC's fiscal year end - April 1 for a calendar-year LLC. It is filed with the Secretary of State.

How much is the Tennessee annual report fee?

$50 per member, with a $300 minimum and a $3,000 maximum. An LLC with six or fewer members pays the $300 minimum. Changing your registered agent on the report adds a $20 surcharge.

What is Tennessee franchise and excise tax?

Franchise tax is 0.25% of net worth (minimum $100), and excise tax is 6.5% of net earnings. Both are reported together on Form FAE 170 to the Department of Revenue.

When is Form FAE 170 due in Tennessee?

On the 15th day of the fourth month after the tax year closes - April 15 for calendar-year filers. It is filed electronically through TNTAP.

What happens if I miss the Tennessee annual report?

The Secretary of State can administratively dissolve the LLC. Reinstatement requires Form SS-9410 with a $70 fee, plus the delinquent reports and a tax clearance from the Department of Revenue.

Related

Sources

  1. Tennessee Secretary of State - What is the required filing fee? (annual report $50/member, $300 min, $3,000 max).
  2. Tennessee Secretary of State - Business Services FAQs (annual report due date, registered agent surcharge).
  3. Tennessee Code - § 48-249-1007, Filing, service and copying fees.
  4. Tennessee Department of Revenue - Franchise & Excise Tax (0.25% net worth, $100 minimum; 6.5% excise).
  5. Tennessee Department of Revenue - F&E-5, Due Date for Form FAE 170 (15th day of 4th month; electronic filing).
  6. Tennessee Department of Revenue - FT-13, Property Measure Repeal (net-worth-only base, 2024).
  7. Tennessee Department of Revenue - BUS-13, Business Licenses Overview ($3,000 / $100,000 thresholds).
  8. Tennessee Secretary of State - Form SS-9410, Application for Reinstatement (PDF, $70).
  9. IRS - Limited Liability Company (LLC) (federal classification).
  10. Legal Information Institute - 26 CFR § 301.7701-3, Entity classification election.
  11. Tennessee Department of Revenue - Business Tax (standard-license filing).
  12. IRS - Get an Employer Identification Number (EIN reference).
  13. Tennessee Secretary of State - Division of Business Services (online annual report filing).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the Tennessee Secretary of State and Tennessee Department of Revenue before acting.