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How To Reinstate A Tennessee LLC

 

Revive Or Reinstate A Tennessee Limited Liability Company

If your Tennessee LLC was administratively dissolved by the Department of State: Division of Business Services (DBS), you can file an original Form 4240, Application for Reinstatement following Administrative Dissolution/Revocation (LLC) to continue your business. The DBS form is in your online account when you sign up for registered agent service and is available on the DBS website.  You are not required to use the DBS forms; you may draft your own application for reinstatement.

The application must be submitted with any missing annual reports and payment for delinquent costs and fees. The annual reports should reflect the information for the year it should have been filed. The Department of State accepts checks, cashier’s checks, money orders etc., payable to the “Tennessee Secretary of State.”

Submit documents by mail or in person:

Department of State
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243
615-741-2286

Do you need a Department of Revenue tax clearance letter to reinstate a Tennessee LLC?

A Tennessee LLC can be administratively dissolved for a variety of reasons such as a failure to file annual reports or maintain a Tennessee registered agent.  DBS only requires tax clearance for LLCs that were administratively dissolved for failing to file required information with the Tennessee Department of Revenue. If you were dissolved for failing to file with the Department of Revenue, DBS will contact the Department of Revenue to request tax clearance for your LLC. Tennessee LLCs dissolved for other reasons do not need tax clearance to reinstate.

How much will it cost to revive a Tennessee LLC?

There is a $70 filing fee for the application for reinstatement.  You will also have to file any outstanding annual reports and pay the fee. The fee for LLC annual reports is $50 per member with a $300 minimum. So reinstatement will cost at least $370.

How long does it take the state to process the filing?

If you mail your dissolution documents, they are processed in 3-5 business days. If you deliver documents in person DBS will process them while you wait. Tennessee DBS does not offer expedited processing.

The tax clearance does not usually add to the processing time unless you have unpaid tax liabilities. In that case, it would take longer.

How long does your Tennessee LLC have to be inactive with the state before you wouldn’t have any fees, and would just have to start over with a new Tennessee LLC?

If your Tennessee LLC is administratively dissolved, you may choose to start a new company instead of reinstating.  You could even use the same business name.  But the old company would still be liable to the Department of Revenue for unpaid taxes.

Application for reinstatement costs $70 plus filing fees for annual reports ($50 per member, $300 minimum). Articles of Organization to start a new Tennessee LLC would cost $50 per member with a $300 minimum.

Can you change your Tennessee registered agent at the same time on the Tennessee reinstatement?

The Application for Reinstatement form does not give you the option of changing your Tennessee registered agent on the form. If you need to change your registered agent, you can do it on annual report filed with the reinstatement form.  Remember that you will have to pay the annual report fee as well as the $20 change of agent fee.

Can you change your principal address at the same time on the Tennessee reinstatement form?

The Application for Reinstatement does not give you the option of changing your principal address. But you can change your principal address on your annual report.

Can you change your members and/or managers at the same time on the Tennessee reinstatement form?

The Application for Reinstatement does not give you the option of changing your members or managers on the form. You can change your members or managers in your annual report.  If your application for reinstatement includes your most current annual report, you may want to use that as a way to make changes.

How many annual reports can you miss before you can’t revive your Tennessee LLC?

A Tennessee LLC may reinstate at any time by filing the application.  There is no cut off to reinstate an LLC or corporation.

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