Start a Corporation in Tennessee
To start a corporation in Tennessee, you must file a For-Profit Corporation Charter with the Secretary of State. You can file the document online, by mail or in person. The For-Profit Corporation Charter costs $100 to file ($102.35 for online filings). You can use our tool to fill out the Official Tennessee For-Profit Corporation Charter. You’ll even be able to download, print, or save your progress, all for free.
The best part is you only need to enter your information once to create a free account and pre-populate your For-Profit Corporation Charter, corporate bylaws, IRS filings, and ongoing annual filings to maintain your Tennessee corporation. You can use our free system to file with the state yourself or you can have us help you out along the way.
How to Start a Corporation in Tennessee
A Tennessee corporation is a type of business entity that has a distinct legal existence from its owners (shareholders). This means that the owners aren’t personally responsible for the debts of the corporation. A corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.
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 (add $2.35 for online filings). Once filed with the state, this document formally creates your Tennessee corporation.
Name Your Corporation
For starters, you’ll need to know if your preferred corporation name is available. To find that out, check out Tennessee SOS Business Name Availability Search. Once you settle on a name, you’ll also need to adhere to state naming laws as outlined in TN Code § 48-14-101. This means your corporate name must:
- Contain “Corporation,” “Incorporated,” “Inc.,” “Corp.,” or other acceptable corporate descriptor.
- Be unique from other business names registered in Tennessee.
- Get written approval from the Tennessee Department of Financial Institutions if the name contains words like “mortgage,” “bank,” “banks,” “credit union,” or “trust.”
Can I reserve my business name in Tennessee?
You sure can. Just file an Application for Name Reservation to reserve your desired business name for up to 120 days. You’ll need to submit your application to the Tennessee Secretary of State, Business Services Divisions and pay the $20 filing fee.
What is a Tennessee DBA?
The legal name of your corporation is the one listed on your state formation documents (For-Profit Corporation Charter). A DBA (doing business as) is any name you do business under that’s not your company’s legal name. A DBA can help your Tennessee corporation roll out a new product or service, or target a niche audience without having to use your legal business name.
Thinking about using a DBA? Learn more about How to Get a Tennessee DBA.
Designate a Registered Agent
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.
What does a registered agent do?
Can I be my own registered agent?
You can act as your own registered agent, and some business owners do just that. However, keep in mind that you will be required to list your name and address on your corporation’s formation documents. This means that your name and other personal information will go on Tennessee public record. If you value privacy, you should consider hiring a registered agent like Northwest. We list our information wherever and whenever possible, keeping your personal information private.
Can I change my registered agent after I've formed my corporation?
Yes. You can change your registered agent in Tennessee by filing a Statement of Change of Registered Agent/Office by Entity or Agent with the Tennessee Secretary of State, Business Services Division. The filing fee is $20.
Submit For-Profit Corporation Charter
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. You can file by mail, in person, or online. Mail and in person filings cost just $100. Online filings come with a convinience fee of $2.35.
Note: All of the information included on this form will become public record.
You’ll need to include the following information:
- Corporate name. Your name must include “Corporation,” “Incorporated,” “Company,” or an abbreviation for one of these words. Most corporations opt to keep it simple with “Corp” or “Inc.”
- 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). Most corporations skip this section.
- 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.
- 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.
- 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.”
- 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.
- For-profit corporations. When your incorporator signs the charter, they acknowledge the corporation being formed is for-profit.
- Authorized shares. List the number of shares you wish to create. You must create at least one share.
- 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.
- 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.
- 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.
- 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.
- 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.
How can I keep my personal information off public record?
The best way to keep your personal information off the public record is to keep it off of this form. The best way to do that is to hire a registered agent like Northwest. We’ll list our business information on public forms instead of yours. Just one more way we prove our Privacy by Default® pledge.
How do I file my Tennessee For-Profit Corporation Charter?
You can submit your articles online, by mail, or in person. Mail and in person filings are just $100. Online filings come with an added fee of $2.35.
Mail and in person:
Secretary of State
6th Floor – Snodgrass Tower
Attn: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243
Start Your Tennessee Corporation Today!Get Started
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.
Do I need an EIN for my Tennessee corporation?
Yes. 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?
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.
File the Beneficial Ownership Information Report
Beginning on January 2024, most US corporations will need to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). You’ll be required to report some information about your corporation and its beneficial owners. New corporations will also need to provide information about the company applicant.
- Beneficial Owner: Anyone with at least 25% ownership stake in your company. In addition, anyone with substantial control over the corporation’s operation, such as a CEO, CFO, or General Counsel is also considered a beneficial owner.
- Company Applicant: The individual who filed your Tennessee For-Profit Corporation Charter with the Secretary of State. Corporations formed before 2024 aren’t required to include company applicant information.
As of January 2024, you can file the BOI Report for free online with the Beneficial Ownership Secure System (BOSS).
What's the deadline for filing the BOI Report?
The deadline for your first BOI Report varies based on when you incorporated:
- Corporations formed before 2024 must file by January 1, 2025.
- Corporations formed in 2024 will need to file within 90 days of incorporation.
- Corporations formed in 2025 or later will be required to file within 30 days of incorporation.
What information is required on the BOI Report?
You’ll need to include identifying information on each beneficial owner. Corporations formed in 2024 or later also need to provide information about your company applicant. You will also need to report some information about the corporation itself.
Beneficial owner and company applicant information:
- Full name
- Birth date
- Residential or business street address
- Personal identification document (such as a driver’s license or passport) and ID number
- The corporation’s legal business name
- Any assumed names/DBAs
- Physical business address
- State of incorporation
- Employer Identification Number (EIN)
Will I need to update the BOI Report?
Yes, you’ll need to file an updated BOI Report when the information you reported changes. For example, if your corporation changes its name, its owners or gets a new CEO. Updated reports must be filed within 30 days after the change occurs.
Does information on the BOI Report go on the public record?
No. Unlike the information on your Tennessee For-Profit Corporation Charter, the BOI Report isn’t available to the public. The information on your report will only be accessible by government agencies and law enforcement. Financial institutions will only be able to access the information when confirming customer identity.
Are there exemptions from the BOI Report?
Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):
- Large operating companies
- Most financial companies, such as banks and credit unions
- Investment companies registered with the Securities and Exchange Commission (SEC)
- Insurance companies registered with a state or federal agency
- Public utilities companies registered with a state or federal agency
- Tax-exempt entities
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.
For more on Tennessee Corporate Bylaws (including a free Tennessee Corporate Bylaws template), see our Tennessee Corporate Bylaws resource.
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 State 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. The annual report confirms 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.