For non-US owners of a Tennessee LLC
Foreign-Owned Tennessee LLC: State Report, Tax and IRS Filing
Formed a Tennessee LLC as a non-US owner? This is what Tennessee asks for each year, what it costs, what happens when it is late, and the separate IRS filing every foreign-owned LLC makes.
Quick answer
What does a foreign-owned Tennessee LLC have to file each year?
With Tennessee: Annual Report (Secretary of State). Fee: US$300. Due: On or before the first day of the 4th month after the LLC's fiscal year end (April 1 for a December year end). With the IRS: Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its foreign owner, with a US$25,000 penalty if missed.
At a glance
- Tennessee yearly report
- Annual Report (Secretary of State)
- Tennessee fee
- US$300
- Tennessee due date
- On or before the first day of the 4th month after the LLC's fiscal year end (April 1 for a December year end).
- IRS filing
- Form 5472 with a pro forma Form 1120; US$25,000 penalty if missed
- Fees
- See our Form 5472 filing service page, or request a quote
What Tennessee expects every year
Tennessee sets its own yearly duties, separate from the IRS. From the state's own pages (Tennessee official source, tax source): State figures checked October 28, 2026.
| Item | Tennessee |
|---|---|
| Yearly report | Annual Report (Secretary of State) |
| Fee | US$300. US$300 minimum, rising by US$50 for each member over 6, to a maximum of US$3,000. |
| Due | On or before the first day of the 4th month after the LLC's fiscal year end (April 1 for a December year end). |
| State tax | Franchise and excise tax with the Department of Revenue: minimum franchise tax US$100, payable by an LLC registered with the Secretary of State whether active or inactive; return due the 15th day of the 4th month after year end (April 15 for a calendar year). |
| If it is late | Failure to file the annual report can lead to administrative dissolution. |
Easy to miss: The US$300 minimum report fee and the separate US$100 minimum franchise tax both apply even to an inactive single-member LLC.
The IRS filings for a Tennessee LLC with a foreign owner
The state filings do not replace the federal ones. A Tennessee LLC owned by one non-US person is a disregarded entity for income tax, but the IRS treats it as a corporation for related-party reporting, so it files Form 5472 with a pro forma Form 1120 for any year with a transaction between the LLC and its owner, including the money used to form it. A missed or substantially incomplete form carries a US$25,000 penalty (IRS).
Also on the federal side: the BE-13 survey, generally within 45 days of a foreign person setting up a US business (BEA rule), and a Form 1040-NR only if the LLC has income effectively connected with a US trade or business (IRS).
Keeping a Tennessee LLC in good standing
State. Annual Report (Secretary of State): On or before the first day of the 4th month after the LLC's fiscal year end (April 1 for a December year end).
IRS. Form 5472 with the pro forma Form 1120, normally by April 15 for a calendar-year LLC (Form 7004 extends it)
Once. BE-13 within 45 days of formation, if it applies
How we help
We prepare Form 5472 and the pro forma Form 1120 for foreign-owned Tennessee LLCs, or the full year under our annual package. Fees are on our Form 5472 filing service. Gurleen Kaur, CPA licensed in British Columbia and Washington State, signs. We remind you of the Tennessee date; the state report itself is filed with Tennessee.
See the annual compliance package, best state for non-US founders and US LLC tax by country.
Where these rules come from
Tennessee
- State rules: Tennessee official page, Tennessee tax page.
Federal
- Effectively connected income and Form 1040-NR: Code sections 864 and 871 (IRS Pub 519).
- BE-13: 15 CFR 801.7 (eCFR).
- Form 5472: Internal Revenue Code section 6038A and Treas. Reg. section 1.6038A-1; T.D. 9796 treats a foreign-owned single-member LLC as a corporation for this purpose (IRS).
Other states
All 50 states and DC in one table: US LLC annual fees by state.
- Wyoming
- Delaware
- Florida
- Texas
- Nevada
- Colorado
- Montana
- South Dakota
- Missouri
- Ohio
- Arizona
- California
- New York
- Washington
- Illinois
- Alabama
- Alaska
- Arkansas
- Connecticut
- Georgia
- Hawaii
- Iowa
- Kentucky
- Maine
- Maryland
- Massachusetts
- Michigan
- Minnesota
- Mississippi
- New Hampshire
- New Jersey
- North Carolina
- North Dakota
- Oklahoma
- Oregon
- Pennsylvania
- Rhode Island
- South Carolina
- Utah
- Vermont
- Virginia
- West Virginia
Common questions
Does a foreign-owned Tennessee LLC file an annual report?
Annual Report (Secretary of State). Fee: US$300. Due: On or before the first day of the 4th month after the LLC's fiscal year end (April 1 for a December year end).
Does a Tennessee LLC owned by a non-US person pay Tennessee tax?
Franchise and excise tax with the Department of Revenue: minimum franchise tax US$100, payable by an LLC registered with the Secretary of State whether active or inactive; return due the 15th day of the 4th month after year end (April 15 for a calendar year).
What happens if the Tennessee filing is late?
Failure to file the annual report can lead to administrative dissolution.
Does a foreign-owned Tennessee LLC file with the IRS?
Yes. Form 5472 with a pro forma Form 1120 for any year with a reportable transaction with the foreign owner, including the money used to form it. The penalty for missing it is US$25,000. This is separate from the state filing.
Sources
Every rule and figure on this page links to the IRS, CRA or other official source it comes from. Amounts change; we re-check them before each engagement.
- Tennessee: official source
- Tennessee: tax source
- IRS: Instructions for Form 5472
- eCFR: 15 CFR 801.7 (BE-13 reporting requirement)
- IRS: Publication 515
Gurleen Kaur, CPA licensed in British Columbia and Washington State. Last updated November 11, 2026. This page is general information, not tax or legal advice for your situation.
Related guides: US LLC fees by state, Annual compliance package, Best state for non-US founders.
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