Tennessee Corporation

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

• Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

• Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

• Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

• Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

• Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

• Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Tennessee bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, TN Code § 48-18-402 (2019) states that your bylaws can establish the required duties of your corporation’s officers.

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Tennessee corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

$20. This is the state fee to submit your mandatory annual report each year without any changes to your information.

The filing is due the first day of the 4th month following the end of your fiscal year. For example, if your corporation operates on a typical calendar year, you’re required to file by April 1st.each year. Forget to file? You’ll get a delinquency notice giving you 60 days to file and pay fees—otherwise your corporation will be dissolved or revoked.

These filings can be easy to forget—which is why we send our clients automatic reminders for your Tennessee Annual Report filing. Or better yet, let us file for you. With our business renewal service, we send you the completed annual report, then submit the report for you for $100 plus the state fee and any tax owed.

Tennessee doesn’t single out corporations with a typical corporate income tax. Instead, all for-profit businesses registered with the state (this includes corporations, LLCs, LLPs, etc.) pay two taxes: an excise tax and a franchise tax.

The Tennessee Excise Tax is a flat 6.5% tax on net earnings. The Franchise Tax is a tax either on your net worth or your real, tangible property in the state (whichever results in a higher tax). The rate is $0.25 per $100, and there’s a minimum tax of $100.

If your corporation has over $10k in gross receipts, there’s one more tax to pay. The Business Tax is a pair of city and state returns you file with the Tennessee Department of Revenue. Rates, vary, but the minimum tax is $22.

The Tennessee sales tax is 7%. However, local areas can tack on additional sales taxes as well. Some of the state’s largest cities, (like Nashville, Knoxville, and Chattanooga) all have a total sales tax rate of 9.25%. In cities like Memphis, Murfreesboro and Franklin, the rate hits 9.75%

Yes, if you conduct business in Tennessee, you’re required to register with the Tennessee Department of Revenue in order to pay state taxes. You can register via the Tennessee Taxpayer Access Point. You’ll need your EIN before you can register.

$100. If you file online and pay with a credit or debit card, there’s also a 2.35% service fee.

Hire us for a one-time fee of $327.35, including the state filing fees, a year of registered agent service, business address and more.

The fastest way is also the most inconvenient—in person. For same-day processing, you’ll have to drive to Nashville, wait in line, submit your filing, and then wait a little longer for it to be processed. Filing online has a pretty fast turnaround of around one business day (and beats waiting in line). If you’d rather print and mail your filing, it’ll take around 4-5 days.

There’s no general, statewide business license required in Tennessee, but you will need a local business license. Most Tennessee counties require a business license (and cities with the City Business Tax require a city license as well). For example, if you do business in Shelby or Davidson County, you’ll need to submit a business license application to the county clerk. If you’re in a city like Memphis, you’ll also need a city license. You will also need to register for taxes with the Tennessee Department of Revenue.

For some license applications or registrations you may need an EIN or a certified copy of your For-Profit Corporation Charter. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.

A corporation formed outside of Tennessee—but which conducts business in the state—is considered a foreign Tennessee corporation. For example, if you incorporated in Kentucky but decide to open a storefront in Tennessee, you would be a foreign Tennessee corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the Tennessee Secretary of State. Foreign corporations are required to file the Tennessee Annual Report and pay both an excise tax and a franchise tax.

Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Tennessee nonprofit requires a different form. Tennessee nonprofits do not file the state’s franchise tax and excise tax, but must file an annual report each year ($20).

It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.