Tennessee corporation amendments

How to Amend a Tennessee Corporation Charter

Tennessee law requires corporations to keep vital information up to date. Learn how to amend your Corporate Charter and how we can help you stay compliant.

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Don’t know where to begin? Read on to learn more about Tennessee Articles of Amendment to the Charter, how to file an amendment to a corporation in Tennessee, and how we can help.

What is a Tennessee Corporation Charter? 

Before you can legally operate a corporation within the State of Tennessee, you first have to file a Corporate Charter. This Charter, often called Articles of Incorporation or Certificate of Incorporation in other states, is the document that formally establishes your business entity as a legal corporation within the state. 

The Corporate Charter for your Tennessee corporation must set forth: 

  • A name for the corporation
  • The number of shares of stock that the corporation is authorized to issue
  • A street address, including zip code and county, of the corporation’s initial registered office and the name of its initial registered agent at that office
  • The name and address of each incorporator
  • The street address of the initial principal office of the corporation
  • A statement of whether the corporation is for profit or not-for-profit

These are the minimum requirements for the information you need to set forth in the Charter. However, you may also include additional optional provisions regarding items related to the: 

  • Purpose for which the corporation is organized
  • Management and affairs of the business
  • Powers and rights of the corporation, its board of directors, and its shareholders

Regardless of whether you choose to include any optional provisions, it’s imperative that you include all of the required information. Forms that are inaccurate, incomplete, or illegible will be rejected. 

Learn more about forming a corporation in Tennessee and how we can help you throughout the process with our Tennessee corporate formation service

Step 1: Determine whether you need to change your Tennessee Charter

You might be wondering why you’d ever need to amend your Tennessee Charter. The reality is that there are a number of reasons why it’s important to do so. First and foremost, reporting changes to your Tennessee Charter to the state is required to keep your business legally compliant and allow it to continue receiving its corporate benefits. 

Below are some other reasons it’s important to keep your business information updated: 

  • So that the general public has access to accurate information for your business for contact purposes
  • To better ensure that your business will receive important information and legal notices that need to be served upon the entity
  • For compliance and auditing purposes

Whenever there are changes to the information filed in the corporate Charter, make sure to update and inform the state accordingly. 

There are penalties if you don’t amend your Tennessee Charter. Failure to appropriately amend your Tennessee Charter can result in certain penalties for your business. For example, without a current and up-to-date Charter, you won’t be able to obtain a Certificate of Existence for your Tennessee corporation. A Tennessee Certificate of Existence is often required to proceed with important actions necessary to run your business such as:

  • Opening business bank accounts
  • Applying for loans for the business
  • Purchasing business insurance
  • Registering to do business in other states

While you may technically be able to do some business without a Certificate of Existence, your business growth and potential will almost certainly suffer without one. So strive to properly amend your corporate Charter when necessary so you can obtain a Certificate of Existence when needed. 

Step 2: Identify what changes need to be reported for your Tennessee Charter

Now that you know why it’s important to update your Charter, it’s time to discuss the how. Here’s what you need to know about filing Articles of Amendment to keep your Tennessee corporation compliant. 

To make changes or updates to your Tennessee corporation’s Charter, you’ll need to file Articles of Amendment. In the Articles of Amendment, you can make changes to the corporation’s: 

  • Name
  • Principal street address
  • Registered agent
  • Registered address

However, these aren’t the only changes you can make. You may also make changes or updates to any other provisions included in the originally filed Corporate Charter. 

Step 3: Attach supporting documentation for changes

When filing Articles of Amendment to your corporate Charter, it’s also a good idea to attach supporting documentation regarding the changes made. 

For example, you might consider including meeting minutes to confirm the date of adoption of the amendments. You may also include voting records to confirm that the amendments were properly approved.  

Keeping the state informed of any changes to your Corporate Charter is key to ensuring that your business stays compliant with the state. Don’t fall behind on your requirements and deadlines. We pride ourselves on making tedious and time-consuming tasks easier for hard-working business owners like you. Use our Worry-Free Compliance, Tennessee registered agent, and amendment services to help you start, manage, and grow your business. 

Let us help you stay compliant in Tennessee

Keeping your corporation’s Charter current and updated is vital to the success of your business. Failure to do so can result in your corporation falling out of compliance with the state, which can hurt your business and its growth in the long run.

At ZenBusiness, we’re here to help you prevent that from happening. With our Worry-Free Compliance service, which includes up to two yearly amendments, we can help you stay compliant and keep your business on track now and into the future.

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities may need to file Tennessee Articles of Amendment?

    Tennessee corporations, including both for-profit and not-for-profit corporations, must file Articles of Amendment when changes need to be made to the information in the corporate Charter.

  • How much does it cost to file Articles of Amendment?

    As of July 2021, the filing fee for filing Articles of Amendment to the corporate Charter is $20. However, filing fees can always change, so make sure to verify current fees with the Secretary of State before submitting payments.

  • Who can file Tennessee Articles of Amendment?

    Technically, anyone can submit the Articles of Amendment for filing. Nevertheless, the amendment itself must first be duly adopted by the incorporators, board of directors, or shareholders for the corporation.

  • Where do I file my Tennessee Articles of Amendment?

    You can file your Tennessee Articles of Amendment with the Tennessee Secretary of State Business Services Division online, by mail, or in person.

  • Are Tennessee Articles of Amendment the same as an annual report?

    No. You must file Articles of Amendment only when you make changes to the information filed in the Corporate Charter. However, you must file an annual report for your corporation each year, whether or not any changes are being made.

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