Tennessee Incorporation Services
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. Once filed with the state, this document formally creates your Tennessee corporation. However, to actually ready the corporation to do business, you must complete several additional steps.
Starting a Tennessee Corporation Guide:
Tennessee Corporation Filing Options
Free PDF Download
Tennessee For-Profit Corporation Charter free download. When you're done filling out the form, submit it to your state.
Do It Yourself Online
Our free account and tools will walk you through starting and maintaining a Tennessee corporation. All for free.
3 Day Tennessee Corporation
Includes registered agent service, bylaws & more.$330 Total
TN For-Profit Corporation Charter Requirements
To form a Tennessee corporation, you must complete and file the For-Profit Corporation Charter with the Tennessee Secretary of State. See the document below and click on any number to see what information is required in the corresponding section.
Your name must include “Corporation,” “Incorporated,” “Company,” or an abbreviation for one of these words. Tip: Most corporations keep it brief with “Corp” or “Inc.”
List either an individual Tennessee resident (like yourself) or a business (like Northwest). Tip: Personally, we’re fans of Northwest.
This is the Tennessee street address where your registered agent with accept legal notifications. Like all the information in your charter, this address will become part of the permanent public record of your corporation. Tip: Hire us, and our Tennessee address will go here.
List the month that your business year ends. Tip: Most corporations operate on a calendar year and put “December.”
Want your business to continue indefinitely? Choose “Perpetual.” Prefer to put a self-destruct timer on your corporation? List the date you want your business to end. Tip: Most corporations are perpetual.
When do you want 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.
List the number of shares you wish to create. You must create at least one share.
This street address is the official address of your business and where you’ll receive mail (besides legal notifications—those go to your registered agent). Tip: Want all your mail to go to the same place? When you hire Northwest as your registered agent, you can use our Tennessee address as your principal office address.
Incorporators are the people who sign your charter. You must have at least one incorporator, and incorporators must include their names and addresses. Your incorporator can be a director, officer, or just someone you authorize to submit your charter. Tip: We’ll be your incorporator when you hire us to form your Tennessee 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.
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 Northwest to form your Tennessee corporation, and your total out-the-door cost is $330. This includes state fees, a full year of registered agent service, and loads of forms and tools to help get your business up and running.
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 some more for it to be processed.
Filing online has a pretty fast turnaround time of 2-3 days (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 3 business days.
Does a Tennessee corporation need a registered agent?
Yes, your corporation needs a Tennessee registered agent. You could try to save a few bucks by being your own registered agent—after all, you don’t get rich wasting money. However, the headache you gain and the privacy you lose are something to carefully consider. As your own registered agent, you’d have to publicly list a physical address that would become part of the permanent record of your Tennessee corporation. Unfortunately, publicly-listed addresses are common targets for data-sellers and spammers. You would also have to be regularly available at the registered address in case a process server drops by. Missing legal notifications could cost your corporation much more than a registered agent fee.
A wiser investment? Hire Northwest. We’ll list our address throughout your Corporation Charter. We scan and send you your notices the same day, so you can stay on top of your business—even if you’re on top of Mount LeConte.
Create Bylaws for Your Tennessee Corporation
Do I need bylaws?
Absolutely. Starting a business can be a long, hard road. Thankfully, there are plenty of steps you can (and should) take to help ensure that any bumps along the way don’t become roadblocks—like adopting clear, comprehensive bylaws.
Why are corporate bylaws important?
Bylaws are the internal rules of your corporation. They define the roles of board members—who they are, how long they last, how they’re replaced, and how they pass resolutions. They also define the roles of officers—how they’re elected, what their duties are, and how long they serve. They spell out rules for essential practices—approval of contracts or stock certificates, procedures for meetings, and requirements for record-keeping. Basically, your bylaws determine how your business actually operates (and more importantly, what kind of authority each person has).
Do I have to write bylaws?
Not from scratch. When you hire Northwest to form your Tennessee corporation, we give you free corporate bylaws. At Northwest, helping corporations start and maintain their businesses is what we do best. To help our clients succeed, we’ve spent years refining our free corporate bylaws. We’ve also developed loads of other free corporate forms, from resolutions to meeting minute templates.
Get an EIN for Your Tennessee Corporation
Do I have to get a tax ID number (EIN)?
Corporations have to get an EIN for their federal tax filings. You’ll also be asked for your EIN when you apply for your local business license or register with the Tennessee Department of Revenue for state taxes.
To get an EIN, you can fill out the IRS’s free application. If you’d rather not slog through yet more paperwork, you can hire us to get your EIN for you. Just tick the box that says “EIN service” during checkout when you sign up for our Tennessee incorporation service.
Open a Bank Account for Your Tennessee Corporation
To open a corporate bank account, you will need to bring the following to the bank:
- A copy of the Tennessee corporation’s For-Profit Corporation Charter
- The Tennessee corporation’s bylaws
- The Tennessee 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 that states that the person going to the bank is authorized by the business to open the account in the name of the corporation.
We recommend calling your bank ahead of time before going in and asking what their requirements are. Most banks don’t open corporate accounts nearly as frequently as personal accounts, so some bankers may be unfamiliar with their own bank’s requirements. As frustrating as that may be for you, calling ahead will help save you from being super annoyed when you walk into the bank.
Obtain a Business License
Does a Tennessee corporation need a business license?
Tennessee itself doesn’t require a general business license, but you will need to register for taxes with the Tennessee Department of Revenue. You’ll also 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 instance, if you engage in business in Shelby or Davidson County, you’ll need to submit a business license application to the county clerk. And if you’re in a city like Memphis, you’ll also need a city license.
File Tennessee Corporation Reports
What is a Tennessee Annual Report?
Your Tennessee Annual Report is a form you file with the Secretary of State each year to confirm your corporation’s contact and ownership information. The report is $20 to file (plus a 2.35% fee if you pay online with a debit or credit card). However, if you update any information (such as your registered agent or business address), you’ll have to fork over an extra $20. Forget to file? You’ll get a delinquency notice giving you 60 days to file and pay up—or else your corporation will be dissolved or revoked.
Northwest can help your Tennessee corporation avoid these problems and stay in compliance. As your registered agent, we’ll send you report reminders to help you remember. Or, just hire us to do it for you. For $100 plus state fees, we’ll submit your Tennessee Annual Report on your behalf.
How much does a corporation in Tennessee cost each year?
At least $20. This is the fee for an Annual Report with no changes in information.
Pay Corporate Taxes
What are the taxes for a Tennessee corporation?
Tennessee doesn’t single out corporations with a typical corporate income tax. Instead, ALL for-profit businesses registered with the state (corporations, LLCs, LLPs, etc.) pay a pair of taxes: an excise tax and a franchise tax.
The Tennessee Excise Tax is a 6.5% tax on net earnings. The Tennessee Franchise Tax is tax on either your net worth or your real and 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 yet one more unusual tax. The Business Tax is a pair of city and state tax returns you file with the Tennessee Department of Revenue. Rates vary, but the minimum tax is $22.
The state sales tax rate is 7%. However, local areas can tack on additional sales taxes as well. The four largest cities in Tennessee (Memphis, Nashville, Knoxville and Chattanooga) all have a total sales tax rate of 9.25%. In cities like Murfreesboro and Franklin, the rate hits 9.75%.