The business name chosen for the new Tennessee Corporation must be different from all other business entity registered and reserved with the state. Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” “Company,” or “Limited.” However, the name must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law, and it must not state or imply that it is associated with the government .
By paying a $20 fee, an available corporate name may be reserved for up to four months.
A corporation may apply to the Tennessee Department of State to use a name that is not its true corporate name. For each assumed name, the corporation must file an application specifying:
- Its true corporate name
- Its state or country of incorporation
- The intention to transact business under an assumed corporate name
- The assumed corporate name it proposes to use.
State Incorporation Timelines
The state incorporation timeline is 7 business days, and can be expedited in 1 business day if a faster service is required.
State Incorporation Filing Fees
The state incorporation filing fee is $108, and can be expedited by paying an additional $50.
Articles of Incorporation
Before commencing operations in the state, a new Tennessee corporation must file a charter (usually known as articles of incorporation in other states) with the Business Services Division of the Tennessee Department of State. The charter must be executed (signed) and delivered by at least one incorporator—who must be a natural person of legal age—and accompanied by a filing fee of $100. The following information must be included in the charter:
- The name and address of each incorporator
- The number of shares the corporation is authorized to issue
- The street address (including county) of the corporation’s initial registered office
- The name of the corporation’s initial registered agent there
- The street address of the corporation’s initial principal office
- A statement that the corporation is for profit
- Any other stock information that must be disclosed under Tennessee law
Tennessee also permits optional provisions to be integrated into the charter, such as:
- The names and addresses of the initial directors
- The corporate purpose(s)
- Provisions for regulating the powers of the corporation, its board of directors, and shareholders
- Provisions for managing the business and regulating the affairs of the corporation
- Limitations on a director’s or officer’s liability for money damages to the corporation or its shareholders in certain situations
Tennessee law also requires that a copy of the charter is filed in the Office of the Register of Deeds in the county where the corporation’s principal office is located.
Every Tennessee Corporation must have a registered agent in the state, the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as registered agent. The registered agent must be either a Tennessee resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the Volunteer State that has a business office identical to the registered office.
Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Tennessee corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.
The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:
- Shareholders and directors meetings
- The authority, number, and tenure of directors
- Voting procedures
- The duties, responsibilities, and tenure of officers
- How stock is issued
- How and when annual financial information is provided to shareholders
Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.
An officer may hold more than one office in the corporation (except for the offices of president and secretary) unless otherwise prohibited by law or by the corporation’s bylaws.
Requirement Reports/Ongoing Compliance
A corporation’s board of directors consists of one or more individuals in accordance with the corporate charter or bylaws. The number of directors may be increased or decreased by amending the charter or the bylaws. Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records. An officer may hold more than one office in the corporation (except for the offices of president and secretary) unless otherwise prohibited by law or by the corporation’s bylaws.
Tennessee’s corporate tax structure consists of a flat rate of 6.5 percent on all corporate income. Among states levying corporate income taxes, Tennessee’s rate ranks 30th highest nationally. Tennessee corporations are subject to an annual excise tax and a franchise tax. The minimum annual franchise tax is $100.
“S corporation” status is recognized by the Tennessee Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.