Introduction
Tennessee LLC owners often assume one "annual fee" covers everything. It doesn't.
The Secretary of State charges an annual report fee, and the Department of Revenue separately assesses franchise tax and excise tax. Registered agent and accounting costs sit on top.
Your exact 2026 bill depends on member count, fiscal year-end, Tennessee-apportioned net worth, taxable income, and any exemption. This guide covers the fees, deadlines, calculations, filing steps, and the mistakes that most often cause trouble.
Key Takeaways
- The annual report fee (Secretary of State) and franchise tax (Department of Revenue) are separate obligations.
- Annual report fee: $300 minimum, $50 per member above six, $3,000 maximum.
- Franchise tax: 0.25% of net worth, with a $100 minimum.
- For a December year-end, the annual report is due April 1 and the franchise and excise return April 15.
Tennessee LLC Annual Fees and 2026 Cost Breakdown
The annual report fee
The annual report fee is the main recurring state filing cost. According to the Tennessee Secretary of State, it is $300 minimum, plus $50 for each member over six, capped at $3,000.
Card and eCheck payments carry an online service fee, but the official instructions don't state an amount. Check the live checkout screen in the filing portal before you pay.
This is not the Articles of Organization fee. That one-time formation charge uses the same formula, but you pay it once, when the LLC is created.
How member count changes the bill
These are hypothetical examples using the formula above:
| Members | Calculation | Annual report fee |
|---|---|---|
| 1 to 6 | Minimum applies | $300 |
| 10 | $300 + (4 × $50) | $500 |
| 25 | $300 + (19 × $50) | $1,250 |
| 60 or more | Cap applies | $3,000 |
Update your member count before each filing. Members join and leave, and last year's number may be wrong.
Other annual costs
Budget for these as well:
- Registered-agent service. Tennessee requires a registered agent and registered office in the state, and prices vary by provider.
- Bookkeeping and tax preparation, since franchise and excise filings need year-end balance-sheet data.
- Local business licenses and any business-specific permits.
A realistic minimum budget
The floor for a small LLC is the $300 annual report fee plus the $100 franchise tax minimum, so $400 in state charges. Excise tax, a net-worth-based franchise liability above the minimum, a registered agent, and professional fees all add to it.
Tennessee Annual Report Rules and Filing Process
Who must file
Domestic LLCs and foreign LLCs authorized to transact business in Tennessee must file under Tenn. Code Ann. section 48-249-1017. Low activity, no revenue, or no profit doesn't remove the duty. The Secretary of State materials identify no LLC-specific exemption. A tax exemption from the Department of Revenue is a separate matter.
The deadline
The report is due on the first day of the fourth month after fiscal year-end. A December 31 year-end gives April 1. A June 30 year-end gives October 1. Confirm your entity's exact date in the state portal.
For a newly formed LLC, first-report timing is unclear in published guidance. Confirm it with the Secretary of State, especially for a 2026 formation.
Filing steps
Tennessee uses the TNCaB portal. The process:
- Create an account or sign in.
- Choose Business Filings, then File Annual Report.
- Find your entity.
- Review and update member and registered-agent details.
- Attest, review the fee, and pay.
- Save the confirmation.
Missing the deadline
Failure to file on time may lead to administrative dissolution or inactive status. Older state instructions mention a four-month window for submitting delinquent reports. Don't treat that as a guaranteed grace period; official guidance does not say it preserves good standing.
If the LLC is dissolved, reinstatement requires Form SS-9410, a $70 filing fee, and Tennessee tax clearance. Overdue reports and unpaid taxes must be cleared first.
How to Calculate Tennessee Franchise Tax
What it is
Franchise tax is an entity-level Tennessee tax. It is separate from the annual report fee, federal income tax, and excise tax.
The formula
- Determine the LLC's net worth at the close of the taxable year.
- Apportion to Tennessee if the LLC operates elsewhere.
- Apply 0.25%.
- Compare the result with the $100 minimum. Pay whichever is higher.
Tennessee eliminated the separate property measure for tax years ending on or after January 1, 2024. The old $500,000 threshold is not a current deduction from net worth, so ignore older guides that mention it.
Records you'll need
The franchise and excise return (Form FAE 170) relies on year-end balance-sheet data and Schedules F1/F2. The Department of Revenue specifies GAAP accounting, or federal tax accounting if GAAP isn't used and that method fairly reflects activity. Keep:
- Asset and liability detail at year-end
- Your accounting method documentation
- Supporting schedules for the return
Multi-state apportionment and nexus
Out-of-state LLCs don't automatically owe tax on all their net worth. According to the TDOR franchise tax manual, bright-line nexus applies when:
- Tennessee property or compensation exceeds the lesser of $50,000 or 25% of the everywhere amount, or
- Tennessee receipts exceed the lesser of $500,000 or 25% of everywhere receipts.
An LLC taxable in Tennessee and elsewhere may apportion. For tax years ending on or after December 31, 2025, the single-sales-factor method applies.
Commonly misunderstood situations
- Inactive LLC: Inactive status or a forfeited registration doesn't end filing and minimum-tax liability. It continues until proper dissolution or termination.
- Loss year: A loss doesn't remove the $100 franchise minimum.
- Single-member LLC: Federal disregarded treatment isn't automatic. It applies when the sole member is a corporation; an individual owner's LLC generally files its own Tennessee return.
- Exempt entities: Farming, personal-residence, affordable-housing, obligated-member, and diversified investing funds each have their own tests; some need Form FAE 183 and annual renewal.
Excise Tax and Related 2026 Filing Obligations
Excise tax basics
Excise tax is 6.5% of Tennessee net earnings, calculated separately from franchise tax. Both appear on the combined Form FAE 170. The instructions provide a $50,000 standard deduction limited to Schedule J business income. A zero or negative taxable-earnings amount produces zero excise tax.
Deadlines and filing
The return and payment are due on the 15th day of the fourth month after year-end, which is April 15 for a December year-end. The TDOR due dates page lists current dates, and filing runs through the TNTAP portal.
Don't confuse the two dates. April 1 is the Secretary of State annual report. April 15 is the Department of Revenue return.
Estimates, extensions, penalties
- Estimated payments: Required quarterly when combined liability is at least $5,000 in both the prior and current years.
- Extension: Seven months to file when you pay by the original due date (lesser of 100% of prior-year tax or 90% of current-year tax). Extends filing only, not payment.
- Late penalty: 5% per 30-day period or portion, up to 25%, with a $15 minimum.
- Estimated-payment penalty: 2% per month or portion, up to 24%.
- Interest: 11.50% for January 1 to June 30, 2026, and 10.75% from July 1, 2026 to June 30, 2027.
Disaster relief can shift dates. Under Notice 26-10, eligible taxpayers affected by Winter Storm Fern had filing and payment dates from January 22 through June 8, 2026 moved to June 8, 2026. Later dates weren't extended.
Compliance Checklist and Conclusion
Before filing, confirm:
- Current member count
- Fiscal year-end
- Tennessee nexus and apportionment facts
- Year-end balance-sheet records
- Registered-agent details
- Any applicable exemption
- Both agency deadlines
Keep the Secretary of State and Department of Revenue records separate. Save every submission confirmation, and check rates and dates against official Tennessee sources before paying.
Owners with multi-state activity or foreign ownership often need help with financial-record preparation and franchise and excise analysis. VJM Global provides U.S. tax, accounting, and entity-compliance support for clients of any origin, including year-end financial reports that feed corporate tax returns.
It does not operate a Tennessee office, and no filing outcome is guaranteed.
The annual report fee is not franchise tax. Review each obligation on its own.
Frequently Asked Questions
How to calculate TN franchise tax?
Determine year-end net worth, apportion it to Tennessee if needed, and apply 0.25%. Compare the result with the $100 minimum and pay the higher figure. Check Department of Revenue instructions for adjustments and exemptions.
Does TN require an annual report for LLC?
Yes. Domestic LLCs and foreign LLCs authorized in Tennessee file annually, even with little or no revenue. The fee depends on member count, and the deadline follows your fiscal year-end.
What is the Tennessee LLC annual report fee in 2026?
$300 minimum, plus $50 per member above six, capped at $3,000. Confirm any online payment surcharge with the Secretary of State at checkout.
When is the Tennessee LLC annual report due?
On the first day of the fourth month after fiscal year-end. Calendar-year LLCs file by April 1. Confirm the exact date in your entity's state record.
Does a Tennessee LLC owe franchise tax if it has no income?
Usually yes, at least the $100 minimum. Franchise tax rests on net worth, not profit. Excise tax, which is based on taxable income, may be zero.
