To form a corporation in Tennessee, you need to file a charter of incorporation with the Tennessee Department of State. There is a standard charter form under Corporation Forms on the Tennessee Department of State Division of Business Services you can use. But the use of the standard form is not required and any properly executed document that meets requirements of the Tennessee Business Corporation Act will be accepted for filing. The fee for filing is $100.
The charter must designate the registered agent and the registered office of the corporation, both in Tennessee. The charter can be executed by the chairman of the board of directors or one of the officers, or by an incorporator if a board has not been selected. Tennessee permits single-shareholder corporations.
You could also use the One Stop Business Resource on the Tennessee Department of State website. In addition to filing a business charter, you can obtain a Tennessee state tax ID number and an unemployment insurance number, if your business has employees.
You can check for the availability of the name you want to use for your corporation by using the Business Name Availability search tool on the Tennessee Department of State website. On the same web page you can also reserve a name by filing the corresponding name reservation form and paying the $20 fee.
You can elect to transact business in Tennessee under an assumed name by filing an Application for Registration of Assumed Corporate Name. The fee is $20 and gives you the right to use the assumed name for five years, which can be renewed for additional five-year periods.
A foreign corporation (any corporation formed outside Tennessee) that wants to conduct business in Tennessee must obtain a certificate of authority. An Application for Certificate of Authority (For Profit) must be filed, with an original certificate of existence or certificate of good standing from the state or country of incorporation. This certificate must not be more than two months old. The filing fee for a foreign corporation is $600.
A foreign corporation with a certificate of authority to conduct business in Tennessee must continuously maintain a registered agent and a registered office in Tennessee.
According to the Tennessee Department of State, once a corporation has filed its charter with the Division of Business Services, the charter must be filed with the Register of Deeds in the county in Tennessee where the corporation’s registered office is located. You can a directory of these Registers on the Tennessee Registers Association website.
All corporations registered in Tennessee, both domestic and foreign, must file annual reports. The report is due by the first day of the fourth month after the close of the corporation’s fiscal year. Annual reports must be on the preprinted forms that the Division of Business Services of the Tennessee Department of State mails out during the last month of the corporation’s fiscal year. The fee for filing an annual report is $20.
Corporations in Tennessee must also file an Application for Franchise, Excise Tax Registration with the Tennessee Department of Revenue. Depending on your business, you may also be subject to other taxes, such as sales tax. You can register your corporation online. According to the Tennessee Department of Revenue, the franchise tax is 0.25% of the greater of net worth or real and tangible property in Tennessee, with a minimum tax of $100. The excise tax is 6.5% of Tennessee taxable income.
Business Name Availability, Tennessee Department of State
Corporation Forms, Tennessee Department of State Division of Business Services
Filing Guide for-Profit Corporations, Tennessee Department of State
Franchise and Excise Taxes, Tennessee Department of Revenue
One Stop Business Resource, Tennessee Department of State
Online Tax Registration, Tennessee Department of Revenue
Registers, Tennessee Registers Association