Tennessee IRA LLC Compliance

Last Verified: January 31, 2026

Why is state compliance important for my IRA LLC?

To maintain the legal protections provided by your IRA LLC structure, you must keep the entity in "Good Standing" with the State of Tennessee. This requires submitting periodic informational updates to the Secretary of State (SOS) and maintaining tax compliance with the Department of Revenue (DOR). Failure to meet these requirements puts the entity at risk of administrative dissolution, which can freeze your plan’s bank accounts and jeopardize the tax-advantaged status of your retirement assets.

1. What are the annual filing requirements for a Tennessee IRA LLC?

Primary Filing: Annual Report
Due Date: April 1st.
Due date for first year filing: April 1st of the year following the calendar year in which the IRA LLC was formed.
Earliest date you may file: January 1st of the current year.
State Filing Fee: $300.00 Minimum (Calculated as $50 per member; assumes 1-6 members).

• Note: An additional service fee applies for credit card payments (approx. $8.00 per $300 increment).

Late Penalty: No automatic fixed late fee; however, the state issues a "Notice of Determination" leading to Administrative Dissolution if not filed within 60 days.
Portal: Business Services Online (TNCaB)

2. How do I pay state filing fees for my IRA LLC?

All state-level filing fees for your IRA LLC must be paid directly from the LLC's capital to avoid prohibited transaction violations.

Online Filing: Use the IRA LLC’s business debit card for immediate processing through the state portal.
Mail Filing: If submitting by mail, use a physical check issued from the IRA LLC bank account.
Prohibited Act Warning: Paying operating expenses such as state fees with personal funds is an "Extension of Credit" to your retirement plan and may result in a prohibited transaction.

3. What is the Tennessee Franchise & Excise Tax?

Tennessee differs from many states by requiring a separate tax filing with the Department of Revenue in addition to the Secretary of State Annual Report.

The "FAE" Filing: Most IRA LLCs must file the Franchise and Excise Tax Return (Form FAE 170) annually.
Due Date: April 15.
Franchise Tax: A tax for the privilege of doing business in Tennessee.

• Rate: 0.25% of the entity's net worth.
• Minimum: $100.00 minimum tax is typically required.
• Recent Change: The "property measure" for this tax was repealed for tax years ending on or after December 31, 2023. The tax is now based primarily on net worth.

Excise Tax: A 6.5% tax on the net earnings of the LLC.
Exemptions: Certain "Obligated Member Entities" or "Family-Owned Non-Corporate Entities" (FONCE) may be exempt, but this status is difficult for IRA LLCs to achieve. You should assume you must file Form FAE 170 unless advised otherwise by a tax professional.

4. How do I check my IRA LLC status online?

You can verify the current standing of your entity at any time via the Secretary of State’s public database.

Search Tool: Business Entity Search
What to look for: Enter your IRA LLC name or Control Number.
Status: The status should reflect "Active".
Suspension Indicators: Statuses such as "Administrative Dissolution," "Inactive," or "Revoked" indicate immediate action is required.

5. How do I restore my IRA LLC to "Good Standing"?

If your IRA LLC has been administratively dissolved, you must complete the reinstatement process involving both the Department of Revenue and the Secretary of State.

Step 1: Obtain Tax Clearance: You must first contact the Tennessee Department of Revenue to pay all outstanding Franchise & Excise taxes and obtain a "Tax Clearance for Reinstatement."
Step 2: File Missing Annual Reports: You must file all delinquent Annual Reports with the Secretary of State ($300.00 or applicable fee) for each missed year.
Step 3: Submit Reinstatement Application: File Form SS-4439 Application for Reinstatement ($70.00). Can be filed online via TNCaB or by mail with the Tax Clearance certificate attached.

6. Who is responsible for tracking my IRA LLC's deadlines?

While the State of Tennessee may send courtesy reminders, it is the sole responsibility of the IRA LLC manager to ensure all filings are submitted by the mandated deadlines.

Automated Notices: State notices are frequently sent to the registered agent or the last known mailing address on file. If you have moved or changed agents, you may not receive these.
Best Practice: Set a personal recurring calendar reminder for March 1st each year to prepare both your Annual Report (due April 1) and your Franchise/Excise tax return (due April 15).

7. Who do I contact for Tennessee support?

Agency (Annual Reports): Tennessee Secretary of State | Division of Business Services

• Phone: (615) 741-2286
• Address: 312 Rosa L. Parks AVE, 6th FL, Nashville, TN 37243

Agency (Taxes): Tennessee Department of Revenue

• Phone: (615) 253-0600 or (800) 342-1003
• Address: 500 Deaderick Street, Nashville, TN 37242

Disclosure

This information is provided for educational purposes only and should not be interpreted as tax, legal, or investment advice. Readers are encouraged to consult a qualified professional who can offer guidance based on their personal situation. Because state regulations, fees, and official portals change frequently, we cannot guarantee the absolute currency or accuracy of this data; always verify active guidelines directly with the appropriate state agency. If you spot a broken link or an outdated filing requirement, please submit a correction request through our help center portal to help us keep this resource sharp.