How to Incorporate in Tennessee
Order your Tennessee Incorporation online. It's easy, inexpensive, and guides you through the decisions to set up your corporation the way you want.
- Trusted formation services. We serve the compliance needs of 40,000 companies (and counting).
- Immediate online access to your incorporation wizard, project status, and powerful integration with the secretary of state database to detect when your corporation has been approved.
-
Affordable investment starting at $99 to set up your limited liability protection.
Education
If you’re looking to incorporate in Tennessee, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
| Paperwork | Cost | Time |
|---|---|---|
|
|
|
-
Choose a Corporate Structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Tennessee".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Tennessee".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
-
Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Name Reservation: Optional Suffix Requirements: Must contain the word “corporation,” “incorporated,” “company,” or the abbreviation “corp.,” “inc.,” “co.,” or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that, if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations.
Tenn. Code Ann. §48-14-101 -
Appoint a Registered Agent
Before you officially file to create your Tennessee LLC, you will need to decide who your Tennessee registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Tennessee articles of organization with the Tennessee Secretary of State - Division of Business Services.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Knoxville
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
-
File Tennessee Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Tennessee Secretary of State - Division of Business Services Form: Instructions: Filing Method: Mail, in-person, or online
Agency Fee: $100
Turnaround: ~4 business days by mail. ~2 days online. Immediately in-person.
Law: Notes: - Professional corporations (those offering the services of licensed professionals) have special formation requirements.
- A business email address must be provided when filing.
-
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
-
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
-
Hold Organizational Meeting
Hold the organizational meeting of the incorporators or initial directors in compliance with Tenn. Code Ann. §48-12-105. You may hold the meeting in our outside of Tennessee. Keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: One or more required.
- Qualifications: None.
- Quorum: Majority of directors, unless bylaws or charter fixes a different number. No less than one third.
- As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
-
Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Not Required.
- Voting Trusts Allowed: Yes.
- Required: Yes, unless directors are elected by written consent.
- Action by written consent: Allowed if by all shareholders entitled to vote on the action. charter may provide that less than all shareholders consent.
-
Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Report Beneficial Ownership Information to FinCEN
As of January 1, 2024, millions of entities in the US need to report beneficial ownership information (BOI) to the Financial Crimes Enforcement Network (FinCEN) as part of the Corporate Transparency Act (CTA). Non-exempt corporations formed before that date must submit BOI by December 31, 2024, while those formed after must submit it within 30 days of formation. Our BOI Reporting Service includes up to four initial, updated, and corrected reports per year, ensuring the data you report to FinCEN is kept up to date.
-
Get Tennessee State Tax Identification Numbers/Accounts
Tennessee offers a consolidated registration application for new business state tax registration.
Agency: Tennessee Department of Revenue Form: Form RV-F1300501: Tennessee Department of Revenue Application for Registration Instructions: Form RV-F1300501 - Instructions Filing Method: Mail or online Agency Fee: $0
Notes: Instructions on Opening a Business in Tennessee -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
-
Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Tennessee Business License
Not required
General Business License licensure is not required on the State level in Tennessee.
Tennessee counties and municipalities issue Minimal Activity Licenses (for businesses with more than $3,000 but less than $100,000 in gross receipts) and Standard Business Licenses (for businesses with gross receipts of $100,000 or more).
-
Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Annual Report
Many states also require business entities to file an annual report to maintain good standing with the secretary of state.
Agency: Tennessee Secretary of State - Division of Business Services Form: Filing Method: Mail or online.
Agency Fee: $20 + $0.46 service fee for online filing
Due: - Annually by the 1st day of the 4th month following your fiscal year-end. For entities with a 12/31 fiscal year-end, the due date is April 1 of each year.
- Reports can be submitted as early as the first day of the fiscal year ending month of record.
Law: Tenn. Code Ann. § 48-26-203.
Penalties: No late fee. You will get a notice of pending dissolution or revocation and then you have 60 days to comply.
Notes: - An authorized officer, member, or partner may file.
- Original signatures are not required.
- If you need to change your registered agent, pay an extra $20 fee.
- A business email address must be provided when filing.
For more details, see our Tennessee annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Tennessee corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
Helpful Tools
LLC, C-Corp, or S-Corp?
Choose which one is right for you.
Limiting Your Liability
Do you need liability insurance, limited liability protection, or both?
