Fees

Plain English Breakdown

The official source material does not provide specific details about nonprofit corporations, so this information was removed.

Increasing Annual Report Fees for Corporations and LLCs

This bill increases annual report filing fees for corporations from $20 to $300 and sets a flat initial fee of $100 and an annual fee of $300 for LLCs.

What This Bill Does

• Increases the annual report fee for business corporations from $20 to $300.
• Sets the initial filing fee for LLCs at $100, regardless of the number of members.
• Sets the annual filing fee for LLCs at $300, regardless of the number of members.
• Requires an additional $20 fee if an LLC's annual report includes changes to its registered office or agent.

Who It Names or Affects

• Business corporations that file annual reports with the Tennessee Secretary of State.
• Domestic and foreign LLCs filing for a certificate of authority in Tennessee.
• LLCs authorized to do business in Tennessee.

Terms To Know

Annual Report

A document that businesses must file each year with the state government, detailing their operations and financial status.

Certificate of Authority

A legal document issued by a state allowing an LLC to do business within its borders.

Limits and Unknowns

• The bill was withdrawn on January 30, 2025, and it is unclear if or when it will be reintroduced.
• The new fees would take effect on July 1, 2025, if the bill were to pass.

Official Summary Text

Present law requires the secretary of state to collect certain fees when certain documents are delivered to the secretary of stat
e for filing. For example, the secretary of state is required to collect a $20 fee when an annual report is delivered for filing. This bill increases the filing fee for an annual report to $30.

Present law requires the
secretary of state
to
collect fro
m each domestic LLC and each foreign LLC that is applying for a certificate of authority or is authorized to transact business in this state an initial filing fee
of
$50
,
multiplied by the number of members of the domestic or foreign LLC as specified in th
e articles of organization or application for certificate of authority, and each year thereafter an annual filing fee
of
$50
,
multiplied by the number of members of the domestic or foreign LLC, as specified in the annual report
. However
, the amount of eac
h initial and annual filing fee
must

generally
be no less than $300 and no more than $3,000.
I
f the LLC is prohibited by its articles from transacting business in this state,
then
the amount of the initial or

annual filing fee
must
be

$300
,
regardless of
the number of members of the LLC
.

This bill revises the provisions above to, instead, (i) increase the
initial filing fee
to $
10
0, (ii) increase the
annual filing fee
to
$300
, and (iii) set initial or annual filing fee for an
LLC
that
is prohibited by it
s articles from transacting business in this state
to $
300.

Current Bill Text

<BillNo> <Sponsor>

SENATE BILL 37
By Campbell

SB0037
000961
- 1 -

AN ACT to amend Tennessee Code Annotated, Title 48,
relative to annual report fees.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF TENNESSEE:
SECTION 1. Tennessee Code Annotated, Section 48-11-303(a)(33), is amended by
deleting "Annual report 20.00" and substituting "Annual report 300.00".
SECTION 2. Tennessee Code Annotated, Section 48-51-303(a)(33), is amended by
deleting "Annual report 20.00" and substituting "Annual report 300.00".
SECTION 3. Tennessee Code Annotated, Section 48-249-1007, is amended by deleting
subsection (d) and substituting:
(d)
(1) The secretary of state shall collect from each domestic LLC and each
foreign LLC that is applying for a certificate of authority or is authorized to
transact business in this state, as applicable, an initial filing fee in an amount
equal to one hundred dollars ($100) and each year thereafter an annual filing fee
in an amount equal to three hundred dollars ($300).
(2) Notwithstanding subdivision (d)(1), if an LLC is prohibited by its
articles from transacting business in this state, then the amount of the initial filing
fee or the annual filing fee, as applicable, required under this subsection (d) is
three hundred dollars ($300).
(3) The secretary of state shall collect from each domestic and foreign
LLC an additional filing fee of twenty dollars ($20.00), for any annual report that
sets forth a change of the registered office or registered agent of the domestic or
foreign LLC.

- 2 - 000961

SECTION 4. This act takes effect July 1, 2025, the public welfare requiring it.