Tennessee LLC annual report and franchise tax: $300 plus a $100 minimum

Last verified 2026-11-03. Official sources linked below; unverified items are labeled.

Short answer. A Tennessee LLC has two yearly obligations, even a single-member LLC with no revenue. The annual report goes to the Secretary of State and costs $300 minimum (due April 1 for a calendar-year LLC, not verified on an official page; no late fee found). The franchise and excise tax return goes to the Department of Revenue by April 15 and carries a $100 minimum franchise tax, so the confirmed floor is $400 a year. With profit, the LLC also owes 6.5% excise tax on net earnings. A sole proprietor files neither (franchise and excise exemption not verified).

Informational only. Not legal or tax advice. Confirmed means read on an official government page on 2026-11-03. Estimates are shown apart and are never added to confirmed totals.

Filing 1: the Secretary of State annual report

Fee: "The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members" (Tennessee SOS FAQ). verified
Due date: April 1 for a calendar-year LLC, the first day of the fourth month after the fiscal year closes. not verified: the Secretary of State annual report pages redirected to the FAQ and could not be read, so the date rests on search-result excerpts. Confirm in TNCaB.
First one: assumed to be the year after the year of formation. not verified: whether an LLC formed late in the year owes a report the next April 1 was not confirmed.
Late fee: not found on any page read, so none is shown or counted.
How to file: online in TNCaB (tncab.tnsos.gov); you need a TNCaB account first.

If you miss it: a search summary says a Tennessee LLC that does not file on time may be administratively dissolved. That wording was not read on an official page, so it is not verified. The Secretary of State forms page lists reinstatement after administrative dissolution (Form SS-9410) at $70 (Business Forms & Fees, fee verified). Back annual report fees and other penalties are not known.

Filing 2: the franchise and excise tax return

Who files: every LLC registered or doing business in Tennessee, including a single-member LLC owned by an individual, whether active or inactive (Department of Revenue; F&E-3). verified
Franchise tax: 0.25% of Tennessee net worth, with a $100 minimum (Due Dates and Tax Rates). Since the property measure was repealed for tax years ending on or after January 1, 2024, the tax is based on net worth (Department of Revenue FT-13). A small LLC with under $40,000 of net worth pays the $100 minimum (our arithmetic, not an official statement). verified
Excise tax: 6.5% of Tennessee taxable income. It is $0 with no profit and is not computed by this site. The LLC owes it on its own earnings, on top of the federal income tax the owner pays. verified
Due date: the 15th day of the fourth month after the books close, April 15 for a calendar-year LLC, with a seven-month extension available (Due Dates and Tax Rates). verified
Estimated payments: quarterly, due the 15th day of the 4th, 6th and 9th months of the tax year and the 15th day of the 1st month of the next year, but only if combined liability was $5,000 or more in both the prior and the current year. A small LLC will usually not meet that. verified
Registering: through Tennessee Taxpayer Access Point (TNTAP). A new taxpayer is said to register within 15 days of becoming subject; that window comes from a search excerpt and is not verified.
Late filing and late payment penalties: rates not found on a page read, so none are shown or counted.

When the first ones are due

For an LLC formed in November 2026, the calculator shows the franchise and excise tax return first due Thursday, April 15, 2027 (the first return for a new LLC covers a short period and is due the same April 15; not read on an official page) and the annual report Thursday, April 1, 2027 (date not verified). In 2028 April 1 and April 15 both fall on a Saturday. The calculator moves them to Monday, April 3, 2028 and Monday, April 17, 2028, but the pages read do not say Tennessee applies a next-business-day rule, so treat those shifts as not verified and file before the nominal date.

The exemption that gives up the liability shield

The Department of Revenue lets some entities apply for exemption from franchise and excise tax on form FAE 183 (exempt entities, FONCE). One category is an LLC whose members are fully obligated for its debts; qualifying means giving up the limited liability that most people form an LLC to get. Another, for family-owned non-corporate entities earning mostly passive income, does not fit an operating software business. This site mentions the exemption so you know it exists and does not recommend it. A CPA or attorney should confirm what applies to you.

Business tax and local licenses

Tennessee business tax is a separate gross-receipts tax. It applies to LLCs and sole proprietors alike at $100,000 or more of gross receipts, with a $22 minimum tax. Between $3,000 and $100,000 of gross receipts, a minimal activity license from the county or city clerk is needed, plus a $15 license registration fee (business tax, registration and licensing, rates). verified None of it is in any total on this site.

What is different for a sole proprietor

A sole proprietor files no Secretary of State annual report and pays no $300 formation fee. The Department of Revenue manual is excerpted in search results as saying sole proprietors are not subject to the excise tax, but the PDF could not be opened and a sole proprietorship that holds itself out as an LLC or corporation can become subject, so this is not verified. Federal estimated tax is due April 15, June 15, September 15 and January 15 (Form 1040-ES). Whether a sole proprietor registers an assumed name with the Secretary of State or the county, and the fee, was not confirmed.

Not covered

City and county business taxes and licenses are not covered here and are not in any total. Tennessee sales tax on software or digital products is likely to apply but is not verified and is not computed. Check with the Tennessee Department of Revenue before you sell to Tennessee customers.

Sources (read 2026-11-03)

What this page doesn't tell you

Whether you need an LLC yet, your own first deadlines, your actual excise or franchise tax bill, or what forming in Wyoming would add. The calculator takes your answers and returns a verdict, your numbers and a dated checklist you can download as a PDF and calendar file.

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Frequently asked

What annual filings does a Tennessee LLC have?

Two. The annual report goes to the Secretary of State and costs $300 minimum. The franchise and excise tax return goes to the Department of Revenue and carries a $100 minimum franchise tax. Both are owed every year, even by a single-member LLC with no revenue.

When is the Tennessee LLC annual report due?

The assumed date is April 1 for a calendar-year LLC, the first day of the fourth month after the fiscal year ends, starting the year after formation. That date comes from search-result excerpts, not an official page we could read, so it is not verified; confirm it in TNCaB. An LLC formed in November 2026 would file by April 1, 2027.

When is the Tennessee franchise and excise tax return due?

April 15 for a calendar-year LLC, the 15th day of the fourth month after the books close. A seven-month extension is available. The Department of Revenue states these dates. An LLC formed in November 2026 would file its first return by April 15, 2027.

Do I owe franchise and excise tax if my single-member LLC earned nothing?

Yes, at least the $100 minimum franchise tax. The Department of Revenue says it is payable whether the company is active or inactive, and it does not disregard a single-member LLC owned by an individual. Excise tax of 6.5% applies only to net earnings, so it is $0 with no profit.

Do I have to make estimated franchise and excise tax payments?

Only if combined franchise and excise liability was $5,000 or more in both the prior and the current year. Most small LLCs are below that. If you are above it, quarterly payments are due the 15th day of the 4th, 6th and 9th months of the tax year and the 15th day of the 1st month of the next year.

Does a sole proprietor file either one?

No annual report, since that is a Secretary of State filing for registered entities. A sole proprietor is also not subject to the franchise and excise tax according to a search excerpt of the Department of Revenue manual, which we could not open, so that part is not verified.

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