Everything You Need to Know About Tennessee Corporations:
Tennessee Incorporation Options
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How to Incorporate in Tennessee
To start a corporation in Tennessee, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file a For-Profit Corporation Charter with the Secretary of State. You can file this document online, by mail, or in person. The charter costs $100 to file. Once filed with the state, this document formally creates your Tennessee corporation.
Per TN Code § 48-15-101, every Tennessee corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your charter wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Tennessee SOS Business Name Availability Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Tennessee For-Profit Corporation Charter. Follow along with our filing instructions below:
Filing the Tennessee For-Profit Corporation Charter
Learn more about each For-Profit Corporation Charter requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your Tennessee business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. Prefer to start a business on a budget? Pay just $35 out the door with our VIP monthly payment option.
1. Corporate Name
Your name must include “Corporation,” “Incorporated,” “Company,” or an abbreviation for one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Name Consent
Under certain circumstances, you can request to name your corporation something indistinguishable from a name already being used by an existing business. If this applies to your corporation, check the box in this section and be sure to include the required Application to Use an Indistinguishable Name (which requires an additional $20 fee). Tip: Most corporations skip this section.
3. Company Designation
If applicable to your corporation, you will need to enter an additional designation. These designations are mostly used for financial corporations like banks, insurance companies, credit unions, and trust corporations, but this also includes professional corporations. Tip: Unless these designations are relevant to your corporation, you can skip this section.
4. Registered Agent & Office
For your Tennessee registered agent, you can list an individual state resident (like someone in your Tennessee corporation) or a business that provides registered agent service (like Northwest). You are also required to include the Tennessee street address where your registered agent will be available during business hours to accept legal notifications for your corporation. Tip: When you hire Northwest, our address will go here.
5. Fiscal Year Close Month & Duration
List the month your business year ends. Most corporations operate on a calendar year and list “December.” You also need to decide whether or not you want your business to continue indefinitely. If so, choose “Perpetual,” but if you prefer to set a self-destruct timer on your corporation, list the date you want your business to end. Tip: Most corporations choose “Perpetual.”
6. Effective Date
When would you like your Tennessee corporation to begin? If you want it to start right away, skip this section. If you want to start on a specific date, you can list an effective date up to 90 days in the future. Tip: Most businesses skip this section.
7. For-Profit Corporations
When your incorporator signs the charter, they acknowledge the corporation being formed is for-profit.
8. Authorized Shares
List the number of shares you wish to create. You must create at least one share.
9. Principal Office
This street address is the official address of your business and where you will receive mail (other than legal notifications—those are sent to your registered agent). This address is verified by the United States Postal Service and if it is determined as undeliverable, your charter will be rejected until a deliverable address is provided. You cannot list a PO box. A business email is also requested for notifications and reminders. Tip: Would you rather keep your information private? When you hire Northwest, you can list our Tennessee address and email address here.
10. Mailing Address
If you’d like to receive notifications from the Division of Business Services at your principal office address, skip this section. If you want your principal office address on public record, but prefer your mail be sent to another address, include the address information here.
11. Tennessee Incorporator
Your incorporator is the person who signs and submits your For-Profit Corporation Charter. You must have at least one incorporator, and incorporators must include their names and addresses. Your incorporator doesn’t have to be a director, officer, or anyone in the corporation—just a legal adult you authorize to sign and submit your form. Tip: We’ll be your incorporator when you hire Northwest to form your Tennessee corporation.
12. Professional Corporation
A professional corporation provides a state-licensed service (think doctors and lawyers). If you’re creating a professional corporation, you’ll need to tick the box in Section 12 and list your professional service. Tip: Most corporations are not professional corporations.
13. Other Provisions
This optional section gives you the chance to list other details about your corporation that aren’t necessarily required to be included in the charter. For example, you could include a list of the initial board of directors or your corporation’s business purpose. Have nothing you’d like to add? Skip this section.
Why Have a Registered Agent Form Your Tennessee Corporation?
Professionals in Tennessee hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is located in Memphis, TN. We’re on a first name basis with the people who work in the Office of the Secretary of State. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Memphis registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Nashville, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Tennessee. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My Tennessee Corporation Is Formed?
After your Tennessee For-Profit Corporation Charter are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my Tennessee corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You’ll also need it when you apply for your local business license or register with the Tennessee Department of Revenue for state taxes. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my 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. Or choose our VIP service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
Do I need bylaws for my Tennessee corporation?
Yes. TN Code § 48-12-106 (2019) notes that bylaws shall be adopted either by the incorporators or the board of directors. They can contain any provision for managing the business and regulating the affairs of the corporation as long as they’re consistent with the law and your corporation’s charter.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
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.
How do I write bylaws?
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.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for Tennessee organizational meetings?
If your corporation’s initial directors are named in the charter, they will hold the organizational meeting. If the initial directors are not named, the incorporator(s) will hold an organizational meeting to elect directors to complete the organization of the corporation. (This step can occur without a meeting with written consent.) You must give at least 2 days notice of the date, time, and place of the meeting. The meeting does not need to be held in Tennessee.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my Tennessee corporation?
To open a corporate bank account in Tennessee, you’ll need to bring the following with you to the bank:
A copy of the Tennessee corporation’s For-Profit Corporation Charter
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File Tennessee Reports & Taxes
In Tennessee, corporations file an annual report each year, along with state franchise and excise taxes.
What is the Tennessee Annual Report?
The Tennessee Annual Report is a filing you must submit each year. You will confirm information about directors, officers, and your registered agent. You can update your registered agent and/or registered office information on your annual report, but you will be charged an additional $20 fee.
How much is the Tennessee Annual Report?
$20. This is the state fee to submit your mandatory annual report each year without any changes to your information.
When is the Tennessee Annual Report due?
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.
What should I know about Tennessee corporate taxes?
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%
Do corporations have to register with the Tennessee Department Of Revenue?
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.
Tennessee Corporation FAQs
How can I submit the Tennessee For-Profit Corporation Charter?
You can file your Tennessee charter online, by mail or in person. Mailed or in-person filings must be submitted to the following address:
6th FL – Snodgrass Tower
ATTN: Corporate Filing
312 Rosa L. Parks Ave
Nashville, TN 37243
How much does it cost to start a Tennessee corporation?
$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. Or, pay just $35 out the door with our VIP monthly payment option.
How long does it take to start a Tennessee corporation?
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.
If you hire Northwest to start your corporation, we file online and typically have your Tennessee corporation formed within 24 hours.
Does a Tennessee corporation need a business license?
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.
What is a foreign Tennessee corporation?
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.
Can Northwest help me form a nonprofit corporation?
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).
How can I get a Tennessee phone number for my corporation?
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.
How to Order Tennessee Incorporation Service
Our Tennessee incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $35 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your Tennessee For-Profit Corporation Charter to the Secretary of State, Division of Business Services. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Tennessee Division of Business Services has approved your filing, we notify you that your Tennessee corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.