To form a corporation in Tennessee, you need to take the steps set forth below. To find out what’s required to form a corporation in any other state, see Nolo’s 50-State Guide to Forming a Corporation.
1. Choose a Corporate Name
Your corporation's name must include one of the following words: “Incorporated,” “Corporation,” “Company,” or the abbreviation "corp.," "inc.," or "co."
Your corporation's name must be distinguishable from the names of other business entities already on file with the Tennessee Secretary of State. Names may be checked for availability by at the Tennessee Secretary of State business name database.
You may reserve a name for four months by filing an Application for Reservation of Name with the Tennessee Secretary of State. The reservation must be filed by mail. The filing fee is $20.
2. Prepare and File a Corporate Charter
Your corporation is legally created by filing a corporate Charter with the Tennessee Department of State. The charter must include the: corporate name and address; name and address of agent for service of process; number of shares the corporation is authorized to issue; name and address of each incorporator; effective date of charter.
The charter must be filed by mail. The filing fee is $100.
3. Appoint a Registered Agent
Every Tennessee corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be an individual who resides in Tennessee, or a business entity authorized to do business in Tennessee. The registered agent must have a physical street address in Tennessee. The agent should agree to accept service of process on your corporation's behalf prior to designation.
4. Set Up a Corporate Records Book
Set up a corporate records book in which you keep all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or you can order a special corporate records kit through a corporate kit supplier.
5. Prepare Corporate Bylaws
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
6. Appoint Initial Corporate Directors
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporators Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
7. Hold Your First Board of Directors Meeting
The first meeting of the corporation's board of directors should be held at which the directors can appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. It is usually necessary to prepare the minutes over one or two weeks, and then send them to all the directors for their signature. For corporate meeting minute forms, see Nolo’s website.
8. Issue Stock
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock.
However, the federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings": a non-advertised sale to a limited number of people (generally 35 or fewer); most states have enacted their own versions of this SEC exemption. Visit your state securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator web page of the North American Securities Administrators Association.
9. Comply with Tennessee Annual Report Requirements
All Tennessee corporations and foreign corporations authorized to do business in the state must file an annual report with the Tennessee Department of State and pay a $20 filing fee. Annual reports are due on or before the first day of the fourth month following the corporation's fiscal year closing. Annual reports may be filed online or mailed.
10. Comply With Other Tax and Regulatory Requirements
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders). The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses.
11. Foreign Corporations Doing Business in Tennessee
All corporations organized outside of Tennessee must register with the Tennessee Secretary of State to do business in Tennessee. Foreign corporations must appoint a registered agent for service of process physically located in Tennessee.
To register, file an Application for Certificate of Authority. The application must be filed by postal mail. The filing fee is $600.
The completed application must be accompanied by a certificate of legal existence or good standing from the foreign corporation's home state issued not more than two months before the application is filed.
Before filing the application, make sure the corporation's name is available in Tennessee by checking the Tennessee business name database. If the name is not available, the foreign corporation must adopt an assumed name for use in Tennessee. The corporation must file an Application for Registration of Assumed Name and pay a $20 filing fee.