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Form a corporation in Tennessee.

$49 + State Fee & 1st Year FREE Registered Agent

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Choosing a Corporation Name

Choosing a name for your new Tennessee corporation is one of the first official steps toward actually conducting business in the state. The corporate name you choose must be readily distinguishable from all other registered and reserved business entities on the Tennessee state rolls.

Your new business’ name must include one of the following words, an abbreviation thereof, or words of similar meaning in another language: “Incorporated,” “Corporation,” “Company,” or “Limited.” However, the name must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law, and it must not state or imply that it is associated with the government .

An available corporate name may be reserved for up to four months by for a $20 fee.

A corporation may apply to the Tennessee Department of State to use a name that is not its true corporate name. For each assumed name, the corporation must file an application specifying:

  • Its true corporate name
  • Its state or country of incorporation
  • The intention to transact business under an assumed corporate name
  • The assumed corporate name it proposes to use.

Articles of Incorporation

Before it can legitimately commence operations in the state, a new Tennessee corporation must file a charter (usually known as articles of incorporation in other states) with the Business Services Division of the Tennessee Department of State. The charter must be executed (signed) and delivered by at least one incorporator—who must be a natural person of legal age—and accompanied by a filing fee of $100. The following information must be included in the charter:

  • The name and address of each incorporator
  • The number of shares the corporation is authorized to issue
  • The street address (including county) of the corporation’s initial registered office
  • The name of the corporation’s initial registered agent there
  • The street address of the corporation’s initial principal office
  • A statement that the corporation is for profit
  • Any other 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 also requires that a copy of the charter is filed in the Office of the Register of Deeds in the county where the corporation’s principal office is located.

Registered Agent and Office

Every Tennessee corporation must have a registered agent in the state—the person or office designated to receive official state correspondence, both administrative and legal. The registered agent is required to sign the articles of incorporation, indicating acceptance of the appointment as registered agent.

The registered agent must be either a Tennessee resident whose business office is the same as the registered office, or a corporation authorized to conduct business in the Volunteer State that has a business office identical to the registered office.

Bylaws

Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. Tennessee corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the incorporators or the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders

Directors

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

An officer may hold more than one office in the corporation (except for the offices of president and secretary) unless otherwise prohibited by law or by the corporation’s bylaws.

Requiment Reports

A corporation’s board of directors consists of one or more individuals in accordance with the corporate charter or bylaws. The number of directors may be increased or decreased by amending the charter or the bylaws.

Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. There must be at least a president and a secretary. At least one officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

An officer may hold more than one office in the corporation (except for the offices of president and secretary) unless otherwise prohibited by law or by the corporation’s bylaws.

Taxes

Tennessee’s corporate tax structure consists of a flat rate of 6.5 percent on all corporate income. Among states levying corporate income taxes, Tennessee’s rate ranks 30th highest nationally.

Tennessee corporations are subject to an annual excise tax and a franchise tax. The minimum annual franchise tax is $100.

“S corporation” status is recognized by the Tennessee Secretary of State. A “subchapter S” corporation (frequently referred to as an “S corp”) is treated as a pass-through entity for tax purposes in the same way as a sole proprietorship or partnership. The S corp does not file a tax return on its own behalf; instead, all tax-related data for the S corp is filed as part of the owner’s individual income tax.

Learn more about incorporating in Tennessee

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silver

$49

+ $108 (state fee)

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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$149

+ $108 (state fee)

everything from silver+

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
file business tax returns.

Personalized Operating Agreement Includes most common provisions to protect members from liability

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Platinum

$299

+ $108 (state fee)

everything from
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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of fomation.

FedEx Delivery Faster mailing option that includes a track number.

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Commonly Asked Questions For Starting a Tennessee Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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