Annual report requirements in Tennessee (TBCA-TN)
Tennessee corporations file an Annual Report with the Secretary of State under T.C.A. § 48-26-203 by the first day of the fourth month after fiscal year end (April 1 for calendar-year corporations). The minimum fee is $20, but most corporations owe more based on capital stock value, plus the franchise/excise tax minimum of $100.
| T.C.A. § 48-26-203 | Annual report required |
|---|---|
| Filing authority | Tennessee Secretary of State, Business Services |
| Form | Annual Report, online at tnbear.tn.gov |
| Deadline | First day of 4th month after fiscal year end (April 1 for calendar year) |
| Filing fee | $20 minimum, typically $300+ for corporations with capital stock |
| Late consequences | Administrative dissolution under T.C.A. § 48-24-205 |
| Reinstatement | T.C.A. § 48-24-208 within 2 years |
- Filed with the Tennessee Secretary of State at tnbear.tn.gov
- Fee structure: $20 minimum, scaled to capital stock value (typically $300 for corporations)
- Due first day of the 4th month after fiscal year end (April 1 for calendar-year corps)
- Separate annual franchise and excise tax filings go to the Tennessee Department of Revenue
- Reinstatement available within 2 years under T.C.A. § 48-24-208
What T.C.A. § 48-26-203 requires
Section 48-26-203 of the Tennessee Business Corporation Act requires every Tennessee corporation to file an annual report with the Secretary of State by the first day of the fourth month after the corporation's fiscal year end (April 1 for calendar-year corporations). The report confirms registered agent, principal office, directors, and officers. The fee structure is capital-based: a $20 minimum scaled upward based on the corporation's capital stock value (most corporations end up paying around $300).
Two separate filings: corporate registry and tax
Tennessee splits corporate compliance across two agencies. The Annual Report goes to the Secretary of State at tnbear.tn.gov. Separately, the corporation owes annual franchise and excise tax filings to the Tennessee Department of Revenue, with a minimum tax of $100 per year. The franchise and excise tax is calculated on net worth (franchise) and apportioned net earnings (excise), and applies whether or not the corporation has any actual operations. Counsel managing Tennessee corporations need to track both filings.
Administrative dissolution and reinstatement
If the Annual Report is not filed, the Secretary of State may administratively dissolve the corporation under T.C.A. § 48-24-205. The Secretary provides notice before dissolution. Reinstatement under § 48-24-208 is available within two years and requires filing all delinquent reports, paying penalties, and curing the underlying defaults.
What's distinctive about Tennessee
Tennessee's capital-based fee structure is unusual: most US states charge a flat fee, but Tennessee scales the annual report fee with capital stock value. For corporations with significant authorized capital, this can make Tennessee meaningfully more expensive than the $20 minimum suggests. The franchise and excise tax obligation applies even to inactive corporations, which makes Tennessee a relatively high-cost jurisdiction for dormant holding companies. The two-year reinstatement window is moderate.
Octelligence tracks annual filing deadlines for every corporation in your portfolio, generates the required filing forms, and archives confirmations to the corporate records.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific forms, automated reminders, complete records.