What happens if your Tennessee LLC misses its annual report, and how to reinstate it
Tennessee’s own word for it: “Administratively dissolved” (search shows “inactive”).
Checked against the Tennessee Secretary of State, Division of Business and Charitable Organizations, September 2026.
- What Tennessee calls it
- “Administratively dissolved” (search shows “inactive”)
- Tax clearance
- Not confirmed
- Time limit to get back
- Not confirmed
How it unfolds in Tennessee
- MissedAnnual report
- Status“Administratively dissolved” (search shows “inactive”)
- The way backForm SS-9410
Tennessee Secretary of State, Division of Business and Charitable Organizations (Business Services)
Draft. Some answers on this page are not yet confirmed against a primary source, and each one says so in place. Everything else was read on the Tennessee Secretary of State, Division of Business and Charitable Organizations’s or the legislature’s own pages.
What does Tennessee call a company that missed its filings?
“Administratively dissolved” (T.C.A. 48-249-604 to 48-249-606; SOS form SS-9410 “Application for Reinstatement Following Administrative Dissolution/Revocation”). The SOS FAQ says an entity that fails to file its annual report “may be administratively dissolved and placed in inactive status”, so the Business Information Search shows it as “inactive”. “Revoked”/”administrative revocation” applies to foreign LLCs’ certificates of authority, not domestic LLCs.
What triggers it in Tennessee?
Statutory grounds (T.C.A. 48-249-604): (1) not delivering a properly completed annual report to the SOS within two months after it is due; (2) being without a registered agent or registered office in Tennessee for two months or more; (3) a name in a filed document failing to comply with 48-249-106; (4) not notifying the SOS within two months of a registered agent/office change, resignation or discontinuance; (5) a dishonored check or other payment instrument for a filing fee; (6) a governor/member/manager knowingly signing a materially false document for filing; and (7, added 2016) expiry of a fixed period of duration in the articles. The SOS FAQ summarises the grounds as failure to file an annual report, being without a registered agent, and returned payment.
Before it happens
The SOS serves the LLC with written communication of its determination (may be sent by first-class mail); if the LLC does not correct each ground, or show it does not exist, within two months after that service, the SOS signs a certificate of dissolution reciting the grounds and effective date and serves a copy.
How do you reinstate a Tennessee LLC?
Form SS-9410, Application for Reinstatement Following Administrative Dissolution/Revocation (one form for corporations, LLCs, LPs and LLPs). It gives the entity name at dissolution, the SOS control number, an optional new name (which must meet T.C.A. 48-249-106 or 48-207-101), and whether the grounds have been eliminated or did not exist. Filing: e-file through TNCaB (tncab.tnsos.gov) with card/e-check, or complete online/print and mail to TN Secretary of State, ATTN: Corporate Filing, Nashville, or walk in at the Snodgrass Tower counter; a filing fee set by the state applies.
Where to file
Tennessee Secretary of State, Division of Business and Charitable Organizations, Nashville; tax clearance from the Tennessee Department of Revenue.
Missed filings and fees
Yes in practice: the earlier SS-9410 (rev. 03/15) instructs filers to submit the reinstatement application together with everything necessary for reinstatement, including all past due annual reports and additional filing fees; the application must state that the grounds (e.g. missing annual report) have been eliminated. The current (01/25) form does not repeat the past-due-reports sentence. Tax clearance also requires being current on Department of Revenue taxes.
Is there a deadline to reinstate a Tennessee LLC?
Not yet confirmed against the Tennessee Secretary of State, Division of Business and Charitable Organizations — check with the office.
Not yet confirmed against the Tennessee Secretary of State, Division of Business and Charitable Organizations — check with the office.
Do you need tax clearance in Tennessee?
Not yet confirmed against the Tennessee Secretary of State, Division of Business and Charitable Organizations — check with the office.
What happens to the company name meanwhile?
No statutory name hold was found. The application must state a name that satisfies T.C.A. 48-249-106; the form lets the LLC give a new name if changing it, and a different name on the application operates as an amendment to the articles. The SOS rejects filings where the name is not distinguishable from another entity on file.
What changes once it is fixed?
When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the LLC resumes carrying on its business as if the administrative dissolution had never occurred. While dissolved, the LLC continues its existence but may only wind up; the registered agent/office designation continues. A denial may be appealed to the Davidson County Chancery Court within 30 days after service of the denial.
What changes for corporations in Tennessee?
Not yet confirmed against the Tennessee Secretary of State, Division of Business and Charitable Organizations — check with the office.
What should you file first?
Ask the Tennessee Secretary of State, Division of Business and Charitable Organizations whether a tax clearance is needed before you file. We have not confirmed that answer against a primary source yet.
The filing
Form SS-9410
Where it goes
Tennessee Secretary of State, Division of Business and Charitable Organizations, Nashville; tax clearance from the Tennessee Department of Revenue.
What does Tennessee ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization — Limited Liability Company (SS-4270) | At formation | N/A |
| Annual report | Annual Report, filed through the TNCaB portal | On or before the first day of the fourth month following the close of the fiscal year — April 1 for a December fiscal year end | Administrative dissolution and inactive status for entities that do not file on time |
| Change of registered agent (by entity) | Statement of Change of Registered Agent by Entity (SS-4534) | When the agent changes | - |
| Change of registered office (by the agent) | Statement of Change of Registered Office by Registered Agent (SS-4535) | When the agent’s own address changes | - |
| Resignation of registered agent | Statement of Resignation of Registered Agent (SS-4420) | Filed by the agent | You must appoint a replacement or risk dissolution |
From the same Tennessee record as the Tennessee registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Tennessee deadline in your calendar with the compliance calendar, or see what Tennessee requires of your registered agent.
Which Tennessee laws govern it?
Tennessee Revised Limited Liability Company Act: T.C.A. 48-249-604 (grounds), 48-249-605 (procedure and effect), 48-249-606 (reinstatement), 48-249-607 (appeal to Davidson County Chancery Court), 48-249-623 (reinstatement after expired duration). LLCs formed under the older Tennessee Limited Liability Company Act use T.C.A. 48-245-301 to 48-245-303. ‘Confirmation of good standing’ (tax clearance) is defined in T.C.A. 48-249-102.
Sources, checked September 2026:
- Tennessee Secretary of State (Public Acts); Tennessee General Assembly— 2005 Pub. Ch. 286 sections 604-607; 2016 HB2337 section 13 (new section, codified 48-249-623)
- Tennessee Secretary of State— SOS Business FAQs (‘What is an Administrative Dissolution?’, ‘Why does my business entity show up as inactive?’); Form SS-9410
- Tennessee Secretary of State (Public Acts); Tennessee General Assembly— 2005 Tenn. Pub. Acts ch. 286, section 604 (codified T.C.A. 48-249-604); 2016 HB2337/SB1871 section 11 (ground 7); SOS Business FAQs
- Tennessee Secretary of State (Public Acts)— 2005 Pub. Ch. 286, section 605(a)-(b) (T.C.A. 48-249-605)
- Tennessee Secretary of State— Form SS-9410 (rev. 01/25) and instructions
- Tennessee Secretary of State— Form SS-9410
- Tennessee Secretary of State— Form SS-9410 (rev. 03/15) notes; 48-249-606(a)(2)
- Tennessee Secretary of State (Public Acts); Tennessee Secretary of State— 2005 Pub. Ch. 286 section 606(a)(3), (b)(2); Form SS-9410 item 3; SOS FAQ rejection reasons
- Tennessee Secretary of State (Public Acts)— 2005 Pub. Ch. 286 sections 605(c)-(d), 606(c), 607
Draft, partly checked against the Tennessee Secretary of State, Division of Business and Charitable Organizations (Business Services) and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Tennessee
Behind on a Tennessee filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Tennessee Secretary of State, Division of Business and Charitable Organizations, and state fees are confirmed with you before anything is filed.