How to Reinstate an LLC in Tennessee
An administratively dissolved Tennessee LLC can be reinstated through the Tennessee Secretary of State, Division of Business and Charitable Organizations (Business Services). $70 for the Application for Reinstatement Following Administrative Dissolution/Revocation (Form SS-9410), plus all past-due annual reports with their fees, plus any franchise and excise taxes needed to obtain tax clearance.
How reinstatement works in Tennessee
A Tennessee LLC that is administratively dissolved for missing annual reports is restored with Form SS-9410, the Application for Reinstatement Following Administrative Dissolution/Revocation, which costs $70. The Secretary of State will not accept it until the Department of Revenue has cleared the LLC for franchise and excise tax purposes, and an application filed without that clearance is rejected and returned. Because the minimum franchise tax keeps accruing while an LLC is dissolved but not terminated, many reinstatements start with filing back F&E returns. Every past-due annual report must be filed with its member-based fee, so a multi-member LLC that missed several years can owe far more than the $70 application fee. The application can be e-filed through the Business Services Online system with card or e-check payment, or mailed with a check to the Business Services Division.
Steps to reinstate a Tennessee LLC
- Obtain tax clearance for reinstatement from the Tennessee Department of Revenue before filing (615-253-0700)
- File all past-due annual reports with their fees
- File Form SS-9410, Application for Reinstatement Following Administrative Dissolution/Revocation
- Submit all reinstatement documents together
- Form to use: SS-9410, Application for Reinstatement Following Administrative Dissolution/Revocation.
- E-file through the Secretary of State's Business Services Online system and pay by card or e-check (convenience fee applies), or mail or hand-deliver Form SS-9410 with a check, cashier's check, or money order payable to the Tennessee Secretary of State.
What reinstatement costs: a worked example
An LLC dissolved after missing 2 reports:
| Item | Amount |
|---|---|
| Reinstatement fee | $70 |
| 2 missed Annual Reports at $300 | $600 |
| Estimated state total | $670 |
$70 for the Application for Reinstatement Following Administrative Dissolution/Revocation (Form SS-9410), plus all past-due annual reports with their fees, plus any franchise and excise taxes needed to obtain tax clearance. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.
The most common cause is a missed Annual Report. See the Tennessee Annual Report guide for deadlines so it does not happen again.
Reinstatement in Tennessee and nearby states
| State | Reinstatement fee | Time limit |
|---|---|---|
| Tennessee | $70 | Not published |
| Kentucky | $100 | No time limit |
| Virginia | $100 | 5 years |
| North Carolina | $100 | No time limit |
| Georgia | $260 | 5 years |
| Alabama | $100 | The Secretary of State form lists no. |
| Mississippi | $50 | No time limit |
Mistakes that slow down a Tennessee reinstatement
- Filing Form SS-9410 before the Department of Revenue has issued tax clearance, which causes the application to be rejected and returned.
- Paying only the $70 reinstatement fee without the past-due annual reports and their member-based fees.
- Ignoring the minimum franchise tax that continued to accrue while the LLC was dissolved, which blocks tax clearance.
Tennessee LLC reinstatement: questions
How much does it cost to reinstate a Tennessee LLC?
The reinstatement application, Form SS-9410, costs $70. You must also file every past-due annual report with its fee, which is at least $300 per year, and resolve any franchise and excise tax owed so the Department of Revenue can grant tax clearance. Online payments add a convenience fee.
Why was my Tennessee reinstatement rejected?
The most common reason is missing tax clearance. The Secretary of State must confirm with the Department of Revenue that the LLC is cleared for reinstatement before accepting the filing. If clearance cannot be obtained, the application is rejected and returned, so contact the Department of Revenue first.
Does a dissolved Tennessee LLC still owe franchise tax?
Yes. The Department of Revenue states that an entity whose registration was forfeited, revoked, or suspended but not properly terminated with the Secretary of State still has to file returns and pay the minimum franchise tax. Those amounts usually must be brought current before reinstatement.
- sos.tn.gov/businesses/faqs
- sos.tn.gov/products/business-services/how-file-annual-report-%E2%80%93-llc
- sos.tn.gov/businesses/services/business-forms-fees
- sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-9410%20Reinstatement_8.pdf?Ve
- tnbear.tn.gov/Ecommerce/ReinstateInstr.aspx
- tn.gov/revenue/taxes/franchise---excise-tax.html
- tn.gov/content/dam/tn/revenue/documents/tax_manuals/december-2025/Frachise-Excis
- tn.gov/content/dam/tn/revenue/documents/taxpayer_education/fae/filing_fe_tax_ret
Related: Tennessee annual requirements · Starting an LLC in Tennessee · Reinstatement in every state
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Last reviewed October 30, 2026 against the sources listed above. Figures marked † could not be confirmed on an official page. General information, not legal or tax advice.