After forming a corporation, you must undertake certain steps on an ongoing basis to keep your business in compliance. These steps are also important in preserving the limited liability a corporation provides its owners. This guide outlines the ongoing requirements for Tennessee corporations.
Tennessee corporations must keep the following items with their corporate records at the principal office:
- The Charter and any amendments
- Bylaws or restated bylaws and any amendments
- Permanent minutes of shareholder and director meetings and record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation
- Permanent records of actions taken by the directors or shareholders without a meeting
- Resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations
- Written communications to shareholders for the past three years
- A list of all shareholders, including names and addresses, listed alphabetically and outlining the number and class of shares held by each
- A list of names and business addresses of current directors and officers
- Most recent annual report
Corporate taxes and fees
The following are taxation requirements and ongoing fees for Tennessee corporations:
- Annual report and franchise tax. Tennessee requires corporations to file both an annual report and franchise tax. The annual report is due on or before the first day of the fourth month following the close of the corporation’s fiscal year. The filing fee is $20. The franchise tax is due the 15th day of the fourth month following the close of your books and records. The amount due is based on the corporation’s net worth or real and tangible property in Tennessee. The minimum tax due is $100.
- Taxes. For additional details on state taxes for Tennessee corporations, visit Business Owner's Toolkit or the State of Tennessee.
- Federal tax identification number (EIN). An EIN is required for corporations that will have employees. Additionally, most banks require an EIN in order to open a business bank account.
- State tax identification number. Tennessee requires a state tax identification number.
Business licenses and/or permits are required for most businesses. The BizFilings Business License Application Package can help you stay on top of these requirements.
S corporation election
Tennessee does not recognize the federal S corporation election and does not require a state-level S corporation election. You can still have an S corporation in Tennessee. The S corporation will only be an S corporation for federal tax purposes and not for state tax purposes. For state purposes, the corporation will be treated as a regular C corporation.
Additional Tennessee information
View the following additional resources BizFilings has for forming and maintaining companies in Tennessee:
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