Tennessee Corporation Requirements

Each state has different requirements for forming a corporation. Whether you are starting a business or incorporating a business already in existence, you’ll want to understand state requirements for Tennessee incorporation.

Cost to incorporate in Tennessee

At BizFilings, we clearly outline our fees and the state fees to form a Tennessee corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:

• BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
• State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Tennessee with standard turn-around.
• Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
• Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Charter.

Corporate name

The name must include the word "Corporation," Incorporated," "Company" or an abbreviation thereof, including words or abbreviations in a foreign language. It must be distinguishable in the Secretary of State's records from any corporate or assumed name of a domestic or qualified foreign corporation, a reserved or registered name under Tennessee law, or the name of a not-for-profit corporation, limited partnership or limited liability company. Use of the words "Bank," "Credit Union," "Mortgage" and "Trust" requires approval by the Department of Financial Institutions.

Director information

The following are Tennessee’s requirements for directors of corporations:

• Minimum number. Corporations must have one or more directors.
• Residence requirements. Tennessee does not have a provision specifying where directors must reside.
• Age requirements. Tennessee does not have age requirements.
• Inclusion in the Charter. Director names and addresses are required to be listed in the Charter.

Requirements for the Charter

The document required to form a corporation in Tennessee is called the Charter. The information required in the formation document varies by state. Tennessee's requirements include:

• Officers. Officer names and addresses are not required to be listed in the Charter.
• Stock. Authorized shares and par value must be listed in the Charter. An increase in the number of shares or par value does not affect initial filing fees.
• Registered agent. Corporations must list the name and address of a registered agent with a physical address (no post office boxes) in Tennessee. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.

Other filings required at time of incorporation

Some states require additional filings or steps at the time of incorporation, such as a county level filing, publishing notice of the incorporation in a local newspaper or an initial report filing. Tennessee requires the following:

• County filing. If the corporation’s principal office is in Tennessee, a copy of the Charter must be filed with that county’s government. If the principal office is not in Tennessee, no county filing is required.

Professional services businesses

Tennessee allows professionals, such as accountants, attorneys and physicians, to form a professional corporation (PC).

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.

Corporate records

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

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:

• Tennessee LLC Formation