Many of our business clients have been calling our Tennessee business law firm because they are receiving a notice from the Tennessee Secretary of State that their Annual Reports are due. All business entities registered in Tennessee must file an Annual Report with the Secretary of State. The Annual Report provides the Secretary of State with updated information about the business, such as the mailing address, the principal office address, the registered agent and office, and the officers and directors or managers. The filing fee ranges from $20.00 for a corporation to $300.00 for a limited liability company with six or fewer members. There is an extra $20.00 charge for changes to the Registered Agent or office.
The Tennessee Secretary of State provides a web site where you can file the Annual Report electronically. You can also fill out and print the Annual Report in a paper form and mail it to the Secretary of State if you do not wish to file electronically.
If you do not receive a notice that your Annual Report is due, it may be that you have failed to file the Annual Report in the past. You can check to see the status of your business entity here.
What happens if I fail to file my Annual Report? First you will receive a Notice of Determination stating that you have failed to file the Annual Report. You have two months from the date of the Notice to file the Annual Report or the business entity will be administratively dissolved (or the certificate of authority will be revoked if the business is a foreign entity).
What does it mean to be administratively dissolved? A business entity that is administratively dissolved by the Tennessee Secretary of State continues its existence but may not carry on any business except that necessary to wind up and liquidate its business and affairs. That means that the business entity is prohibited from entering into any new business until it is reinstated with the Secretary of State. Any contract entered into by the business entity while administratively dissolved would be void or invalid from the onset because the business entity would lack the capacity to enter into a contract.
How do I reinstate my business entity with the Secretary of State? If your business entity is administratively dissolved for failure to file Annual Reports, it can be reinstated by filing all the past due Annual Reports, filing an application for reinstatement, and paying all the fees. When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution, and the business entity resumes carrying on its business as if the administrative dissolution had never occurred.
When you receive the notice that your Annual Report is due make sure that you file it before the deadline. If your business entity is or becomes administratively dissolved and you need a Tennessee business lawyer for reinstatement call me at (615) 256-8880.
