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.
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 Name Reservation with the Tennessee Secretary of State. The reservation may be emailed or filed by postal mail. The filing fee is $20.
Your corporation is legally created by filing a corporate Charter For-Profit Corporation 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; period of duration--perpetual or limited; effective date of charter.
The charter may be filed online or by mail. The filing fee is $100.
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.
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.
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 Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
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.
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.