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When incorporating in Tennessee with LegalZoom, we not only file your articles of incorporation with the Tennessee Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Tennessee corporation.
Tennessee Incorporation Information
Incorporating in Tennessee
Choosing a business name is one of the first steps of forming your Tennessee Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names for your Tennessee corporation, in order of preference. We will conduct a name check before filing to see which names are available.
- Must be distinguishable from any other registered Tennessee business entity and any reserved names on record, subject to certain exceptions under state law.
- May not contain language stating or implying that it is associated with a government agency or organized for a purpose other than that permitted by state law and its charter.
In addition, the name must contain one (or an abbreviation of) the following words, or words or abbreviations of like import in another language:
Tennessee state law restricts the use of certain words and phrases in business names. When you incorporate with LegalZoom, your business name choices are reviewed for compliance with applicable state laws.
Reserving a Corporate Name:
In the event that you have chosen an available name but have not yet fully committed to it, you may put it on reserve. This allows you the exclusive right to use the name for a limited time. A person may apply to reserve a name for the purpose of incorporation by paying the fee. If the Secretary of State finds that the corporate name applied for is available, he or she shall reserve the name for the applicant's use for a renewable four month period.
Assumed Corporate Names:
A corporation may apply with the Secretary of State to use a name that is not its true corporate name. For each assumed name, it must file an application setting forth: its true corporate name, its state or country of incorporation, the intention to transact business under an assumed corporate name and the assumed corporate name it proposes to use.
When incorporating in Tennessee, the corporate charter must be filed with the Tennessee Secretary of State. Tennessee law requires that certain information be included in your charter. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: An incorporator must be a person or an entity.
- Duties: Signing and filing a charter with the Secretary of State.
- Listing Requirements - The name, address and zip code of each incorporator must be listed.
Incorporating in Tennessee can occur for any lawful business activity You do not need to state the corporate purpose in the charter.
- Minimum Number of Directors: One or more.
- Eligibility Requirements: None. The charter or bylaws may prescribe qualifications for directors.
- Listing Requirements: Not required in the charter.
Other Required Listing Information:
- The number of shares that the corporation is authorized to issue.
- The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;
- The street address and zip code of the initial principal office of the corporation;
- A statement that the corporation is for profit.
- Any 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 requires a copy of the Charter to be filed in the Office of the Register of Deeds in the county where principal office is located.
In general, Tennessee corporation bylaws are written to manage the corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the state.
Officers must be listed in the bylaws or elected by the board of directors, and there must be at least a president and a secretary. Officers may appoint other officers in compliance with the bylaws and board of directors. At least one officer has the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating records for the corporation. Any officer may hold more than one office in the corporation, except for the offices president and secretary (unless the corporation has only one shareholder).
Every Tennessee corporation must have a registered agent in Tennessee -- the person or office designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must have a business office identical to the registered office and must be either: (1) an individual residing in the state, or (2) a corporation with authority to transact business in the state.
Under Tennessee law, a professional corporation is formed in order to render services within one specific profession, subject to certain state exceptions. Professional corporations generally may not provide any other non-ancillary services and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Tennessee Secretary of State each year by the 1st day of the fourth month following the close of its fiscal year, and must be current as of the date the report is executed. This report must indicate:
- The corporation's name and its state or country of incorporation;
- The street address, including the zip code, of its registered office, the county in which the office is located and the name of its registered agent at that office in the state;
- The street address, including the zip code, of its principal office;
- The names and business addresses, including the zip code, of its directors and principal officers; and
- The federal employer identification number (FEIN) of the corporation, or its corporation control number as assigned by the secretary of state.
The corporation must mail to its shareholders within four months after the close of the fiscal year a financial report which includes at least a year-end balance sheet, income statement and a statement of changes in shareholders' equity for the year unless this information appears elsewhere in the financial statement.
The corporation must also report in writing to shareholders of any indemnifications or expenses advanced to a director in connection with a proceeding by or for the benefit of the corporation, with or before notice of the next shareholders' meeting.
If the corporation issues or authorizes the issuance of promissory notes or promises to render future services, the corporation must report in writing to the shareholders the number of shares authorized or issued, and the consideration received by the corporation, with or before notice of the next shareholders' meeting.
Income Tax Rate: For information on the Tennessee state income tax rate, visit: http://www.state.tn.us/revenue/
S corporation status is recognized by the Tennessee Secretary of State.