Tennessee requires many registered business entities to file an Annual Report with the Tennessee Secretary of State, Business Services Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. For most entities, the annual report is due by April 1st each year.
In addition to this, many businesses in Tennessee are subject to Franchise and Excise Taxes with the Tennessee Department of Revenue. Non-profit organizations also have specific charitable registration and renewal requirements.
Why is it important to file? Maintaining good standing with the State of Tennessee is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Late Fees: While the Secretary of State doesn’t charge a late fee for non-profits’ annual reports, for-profit entities can incur a $10 monthly penalty for late filing of the annual report.
Loss of Good Standing: Your entity will lose its “good standing” status, which can affect your ability to secure financing, enter contracts, or conduct business legally in the state.
Administrative Dissolution/Revocation: If you fail to file your annual report within 120 days after the due date, your domestic entity may be administratively dissolved, or your foreign entity’s authority to transact business in Tennessee may be revoked.
Loss of Personal Liability Protection: For LLCs and corporations, administrative dissolution can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A dissolved or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Tennessee courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties.
Specific Requirements by Entity Type in Tennessee:
For Most Business Entities (LLC, Corporation, Non-Profit, LLP, LP) in Tennessee:
Annual Report (Tennessee Secretary of State):
Frequency: Annually.
Due Date: By the first day of the fourth month following the close of your fiscal year. For most businesses with a December 31st fiscal year-end, this means April 1st of each year.
Filing Method: Can be filed online through the Tennessee Secretary of State’s website or by mail. Online filings typically incur a small service fee.
Information Required: Entity’s legal name, Tennessee Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs; general partners for partnerships). An additional $20 fee applies if you make changes to the Registered Agent or Registered Office on the annual report.
For Corporations (For-Profit & Professional) in Tennessee:
In addition to the Annual Report:
Annual Report Filing Fee (Secretary of State):$20.00.
Late Penalty (Secretary of State): A $10 monthly penalty if not filed by the due date.
Tennessee Franchise and Excise Tax (Tennessee Department of Revenue – Form FAE170):
Frequency: Annually.
Due Date: By the 15th day of the fourth month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: A tax on the greater of net worth or the book value of real and tangible personal property owned or used in Tennessee. The rate is $0.25 per $100 of the tax base, with a minimum tax of $100.00. This applies regardless of whether the company is active or inactive.
Excise Tax: A tax on net earnings or income from business operations in Tennessee. The rate is 6.5% of net earnings.
S-Corporations: For Franchise & Excise Tax purposes, Tennessee does not recognize the S-corporation election; S-corporations are treated the same as C-corporations and are subject to both franchise and excise taxes.
Estimated Payments: Required if estimated tax liability exceeds certain thresholds.
Extensions: An extension to file your federal tax return also extends your Tennessee Franchise and Excise Tax return. However, this is an extension to FILE, not an extension to PAY; any tax due must still be paid by the original due date to avoid interest and penalties.
Penalties: Penalties for late filing (5% per month, up to 25%) and late payment (0.5% per month, up to 25%), plus interest.
For Limited Liability Companies (LLCs) in Tennessee:
In addition to the Annual Report:
Annual Report Filing Fee (Secretary of State): A minimum of $300.00. This fee is $50 per member, with a minimum of $300 (for 6 members or less) and a maximum of $3,000.
Late Penalty (Secretary of State): A $10 monthly penalty if not filed by the due date.
Tennessee Franchise and Excise Tax (Tennessee Department of Revenue – Form FAE170):
Frequency: Annually.
Due Date: By the 15th day of the fourth month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: LLCs are subject to the same Franchise Tax rules as corporations, based on the greater of net worth or the book value of real and tangible personal property owned or used in Tennessee, with a minimum tax of $100.00.
Excise Tax: LLCs are subject to the same Excise Tax rules as corporations, at a rate of 6.5% of net earnings from business operations in Tennessee.
Estimated Payments & Penalties: Similar to corporations, estimated payments may be required, and penalties and interest apply for late filing or payment.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Tennessee:
Annual Report Requirement (Tennessee Secretary of State):
General Partnerships (GPs) & Foreign Limited Liability Partnerships (LLPs): Generally, GPs formed by agreement and foreign LLPs are NOT required to file an annual report with the Tennessee Secretary of State.
Domestic Limited Partnerships (LPs) & Domestic Limited Liability Partnerships (LLPs) & Limited Liability Limited Partnerships (LLLPs): These entities ARE required to file an Annual Report.
Due Date: By the first day of the fourth month following the close of your fiscal year (e.g., April 1st for calendar year filers).
Filing Fee:
LPs & LLLPs:$20.00.
Domestic LLPs:$50 per member, with a minimum of $250 and a maximum of $2,500.
Late Penalty (Secretary of State): A $10 monthly penalty if not filed by the due date.
Tennessee Franchise and Excise Tax (Tennessee Department of Revenue – Form FAE170):
General Partnerships (GPs): GPs are generally NOT subject to Tennessee’s Franchise and Excise Tax.
Limited Partnerships (LPs), Limited Liability Partnerships (LLPs), Limited Liability Limited Partnerships (LLLPs): These entities ARE subject to Tennessee’s Franchise and Excise Tax.
Due Date: By the 15th day of the fourth month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: Tax on the greater of net worth or real/tangible personal property, with a minimum tax of $100.00.
Excise Tax: Tax on net earnings at 6.5%.
Estimated Payments & Penalties: Similar to corporations and LLCs, estimated payments may be required, and penalties and interest apply for late filing or payment.
For Non-Profit Corporations in Tennessee, please also note the following:
In addition to the Secretary of State filing:
Annual Report (Tennessee Secretary of State):
Frequency: Annually.
Due Date: By the first day of the fourth month following the close of your fiscal year (e.g., April 1st for calendar year filers).
Filing Fee:$20.00.
Late Penalty (Secretary of State): No late fee directly assessed for the annual report, but failure to file can lead to administrative dissolution.
Charitable Organization Registration and Annual Renewal (Tennessee Secretary of State – Charitable Solicitations and Gaming Division):
If your non-profit solicits charitable contributions in Tennessee, you must generally register and file an annual renewal with the Tennessee Secretary of State, Charitable Solicitations and Gaming Division, unless specifically exempt (e.g., certain religious or educational organizations, or those receiving less than $50,000 in gross contributions and meeting other criteria).
Due Date: Annually, by the end of the 6th month after the close of your fiscal year (e.g., June 30th for a December 31st fiscal year-end). Extensions are available.
Filing Fee: Generally $10.00 for the annual renewal.
Required Attachments: This renewal typically requires submitting a completed form, and a copy of your federal IRS Form 990 series return. Audited financial statements are required if gross revenue exceeds $1,000,000 (excluding government grants and private foundation grants).
Penalties: A $10 late fee for each month or part of a month the renewal is late (unless gross revenue is less than $50,000).
Tennessee Exempt Organization Business Income Tax (Tennessee Department of Revenue – Form FAE170 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Tennessee Franchise and Excise Tax return (Form FAE170) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from Tennessee franchise and excise tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various Tennessee filings typically require verification or updating of the following:
Your entity’s legal name and Tennessee Entity ID number.
The current principal office mailing address.
The name and physical street address of your Tennessee Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
For LLPs: Names and addresses of partners.
Updated contact information for the entity.
For Franchise & Excise Tax filings: Financial information (net worth, real and tangible personal property in TN, net earnings/income).
For Non-Profits (Charitable Registration): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with Tennessee’s unique Franchise and Excise Tax, varying annual report fees, and charitable registration rules, can be complex. We are here to assist you with understanding and fulfilling your Tennessee compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the Tennessee Secretary of State.
Assisting with the preparation and filing of your Tennessee Franchise and Excise Tax returns (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual renewals.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the Tennessee Secretary of State and, if applicable, the Department of Revenue and Charitable Solicitations and Gaming Division.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Tennessee compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
