How to Incorporate in Tennessee!
Tennessee Secretary of State – Business Services Division
312 Rosa L. Parks Avenue
Snodgrass Tower – 6th Floor
Nashville, TN 37243-1102
Statutory Authority: Tennessee Business Corporation Act — Tenn. Code Ann. § 48-11-101 (2013)
Tennessee Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Complete the “Charter For-Profit Corporation.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, along with a photocopy and your filing fees, to the Tennessee Secretary of State.
Tennessee Charter For-Profit Corporation
The following information is legally necessary and sufficient to form a for-profit corporation in Tennessee:
1. Company name
2. Registered agent name and street address
3. Fiscal year close month
5. Effective date if other than date of filing
6. Number of authorized shares
7. Principal office street and mailing address
8. Submitter name and telephone number
9. Name and address of each incorporator
10. Date, incorporator signature, and printed name
Tennessee Incorporation Fee Schedule
Application for Reservation of Corporate Name: $20.00
Application for Certificate of Authority: $600.00
Certified Copy: $20.00
Annual Report: $20.00
Articles of Dissolution/Termination: $20.00
Your company name must end with a corporate designator. In Tennessee the specific corporate designators are: “Corporation” “Incorporated” “Company” “Corp.” “Inc.” “Co.”
Conduct an entity name search on the Tennessee Secretary of State’s website to confirm availability of your company name.
If the name you want is availability you can reserve it for four months by filing an “Application for Reservation of Corporate Name” and paying a name reservation fee of $20.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Tennessee requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Tennessee resident or active Tennessee business entity that has a Tennessee street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Tennessee resident and have a Tennessee street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Tennessee corporation. Nevertheless, Tennessee permits you to add other provisions to your Charter For-Profit Corporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
9. Pay annual franchise tax.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Authority.”
2. Attach a certificate of existence or a document of similar import, not more than two months old, duly authenticated by the official having custody of the corporation records in the state under whose law it is organized.
3. Submit the completed documents, along with the $600.00 filing fee, to the Tennessee Secretary of State.
Dissolving a Tennessee Corporation
1. If your corporation has not yet commenced business or has not issued shares, complete the “Articles of Dissolution and Termination by Incorporators or Initial Directors.”
2. If your corporation has commenced business and issued shares, you must first dissolve your corporation and then terminate its existence. First you must file “Written Consent to Dissolution” and “Articles of Dissolution.” After these are filed, the corporation still exits, but only to wind up business. Once the business is wound up, you must file “Written Consent to Termination” and “Articles of Termination of Corporate Existence.
3. Submit the appropriate documents, along with the filing fees, to the Tennessee Secretary of State.