Corporations are a popular business type because they are treated as independent legal entities, limiting the liabilities of the owners and allowing the corporation to enter into contracts and maintain stability over time.
Corporations fall into the following three categories:
- C corporations. C corporations are owned by shareholders who elect a board of directors to oversee operations. They are taxed as a separate legal entity from anyone else involved and provide the greatest amount of protection between business and personal assets.
- S corporations. S corporation earnings are split among shareholders and are taxed at that level only, not also separately as a business entity.
- Nonprofit corporations. Nonprofits can apply with the IRS to be tax-exempt from federal taxes (employees must still pay taxes on their wages), but they require significantly more paperwork and must adhere to strict regulations.
This article will guide you through how to start a corporation in the state of Tennessee.
How do I form a corporation in Tennessee?
Steps to form your Tennessee Corporation
- Name Your Corporation
- Appoint Directors
- Choose an Tennessee registered agent
- File the Tennessee Articles of Incorporation
- Create Corporate Bylaws
- Draft a Shareholder Agreement
- Issue Shares of Stock
- Apply for Necessary Business Permits or Licenses
- File for an EIN and Review Tax Requirements
- Submit Your Corporation’s First Report
To start a corporation in Tennessee, you must file a charter with the Secretary of State. But several steps come both before and after doing so.
To simplify the process of forming a corporation in the state of Tennessee, we’ve put together 10 easy steps to form your business:
Step 1: Name Your Corporation
When it comes to naming your corporation, you need to make sure you comply with Tennessee business naming laws, but there are also many other factors to consider during the process. This includes making sure your business name is unique, suits your business well, aligns with all regulations, and includes a corporation designator.
And don’t overlook the importance of choosing a name for which you can reserve a matching website domain name that has not been taken. Additionally, you can consider any “doing business as” (DBA) names you may want.
Here are some guidelines to help you through the naming process:
- Start by brainstorming a list of potential names. Names on this list should match your business’s purpose, and the more names you have, the better. The next several steps will begin to narrow down your options.
- The final version of any name you choose must contain the word “Corporation,” “Incorporated,” “Company,” or the abbreviation “Corp.,” “Inc.,” “Co.,” or words or abbreviations of like import in another language.
- Search your prospective business names on the Secretary of State’s Business Name Availability page to eliminate any names that are too similar to existing businesses.
- Corporation names also cannot contain language implying they are organized for a purpose other than stated in the corporate charter.
- The name cannot suggest it is associated with any government agency or include anything indicating it will be engaged in illegal business.
- Once you’ve narrowed down your list based on the above, the next task is to search for available domain names to ensure you can secure a website domain that matches your business name.
- Before making the final decision on your business name, make sure it isn’t already trademarked by someone else. You can search federal and state trademark databases to see if you’re in the clear. If so, you have the option of pursuing your own trademark.
- If you would like to do business under a name different from your official business name (often called a “doing business as” or DBA name), you will need to file an Application for Registration of Assumed Corporate Name and pay a $20 filing fee.
- Once you have settled on a business name, you may choose to reserve the name if you are not ready to register it. You can do this by submitting an Application for Name Reservation with a $20 filing fee. Name reservations are good for 120 days before you need to renew the name registration or register your business.
Step 2: Appoint Directors
A corporation’s board of directors is responsible for overseeing the operations of the business. As such, your business needs one to get started.
The initial incorporators — those filing the charter for the business — often appoint the initial board of directors. Afterward, the board is elected annually by shareholders (those who hold stock in the company; this can include the original incorporators). In Tennessee, only a single incorporator is required, and only one member on the board is needed, although having more is generally advisable.
Incorporators may be directors and shareholders. In fact, a single person can start a corporation and hold all associated titles. But the three titles are associated with different roles within the company. To clarify, here are some of the different roles that exist in a corporation:
- Incorporators are responsible for starting the business and filing the initial paperwork.
- The board of directors oversees the operation of the business.
- Shareholders finance the business by owning shares in the company; they also often have the voting power when selecting the board of directors.
- Officers execute the duties associated with running the business.
If your business has more than one incorporator, the initial board of directors should be appointed during an incorporators’ meeting before filing the charter. The appointed directors should then meet to approve corporate bylaws, determine the share structure, and solidify other matters before filing. That way, your business starts on the right foot with plans clearly in place.
Step 3: Choose a Tennessee Registered Agent
A registered agent is a person or entity that receives service of process and state correspondence on behalf of the corporation. Service of process can include legal documents, such as court summons. When filing your charter, you must list a registered agent who is an individual or entity with a street address (not a P.O. box) in the state of Tennessee.
We highly recommend going with a registered agent service for simplicity and protection. ZenBusiness can connect you with a registered agent service in Tennessee with one of our packages.
Step 4: File the Tennessee Articles of Incorporation
FIling the charter registers and establishes your business with the state. In this document, you will need to include:
- The name of your business, along with the chosen corporation designator
- If the company is a financial institution, such as a bank or trust company, this designation will need to be listed
- Name and address of the registered agent
- Fiscal year schedule
- The number of authorized shares of stock (this is often determined by the board of directors or the incorporators)
- The address of the principal office or location of the business
- Name and address of all incorporators
- An indication as to whether the corporation will provide professional services and what those services are
- Signature and name of the incorporator
Business Services Division
Tre Hargett, Secretary of State
State of Tennessee
312 Rosa L. Parks Avenue, 6th Floor
Nashville, TN 37243-1102
The filing fee is $100.
Step 5: Create Corporate Bylaws
The next step is to have the incorporators or the board of directors create the corporate bylaws. The bylaws establish all of the rules and day-to-day activities of your business. This is a good idea, but Tennessee also requires it for all corporations.
Your corporate bylaws may include:
- A clear statement of your business purpose
- A list of founders and the rights, responsibilities, and qualifications of each
- A list of the board of directors and the rights, responsibilities, and qualifications of each
- Details of your management structure and the duties of each officer
- The annual meeting scheduling and goals for directors and shareholders
- How ownership and shares are distributed and how the stock is sold or transferred
- How changes are made or voted on
- Procedures for adding and removing members of the board of directors
- Rules for amending the bylaws
- Details of any committees and their responsibilities
- How conflicts of interest are to be handled
While you are not required to file your bylaws, you are required to keep them in a safe place with any other corporate records. It’s good to set up a corporate records book where you can keep all of your important papers, including bylaws, minutes from meetings, and stock certificates.
Since the bylaws are a legally binding document, it is good to seek assistance when creating them. You can use a customizable template via ZenBusiness to get yourself started.
Step 6: Draft a Shareholder Agreement
Next on the list of things to tackle is the shareholder agreement. This is a document that outlines the rights and responsibilities of all shareholders and may include:
- The names of all shareholders and their contact information (address, phone number, etc.)
- Shareholder responsibilities, including any actions that shareholders are allowed to take on behalf of the business
- Shareholder voting rights, including whether a simple majority or higher percentage may be required for certain decisions
- How changes to the original shareholder agreement may be made
- How stock can be sold or transferred
- The financial obligation and time commitment for each shareholder
- A clear outline of how dividends are distributed
- A plan for the distribution of assets should the business close
Again, this agreement can be drafted from a template, but you may want to utilize professional assistance. Your shareholder agreement should be kept with your other important corporate records.
Step 7: Issue Shares of Stock
Once your business is registered and rules are in place, it’s time to issue stock. When you filed the charter, you stated the number of stock shares authorized. The number of shares you issue should always be less than or equal to this number.
Stock may be issued publicly or privately. Privately issued stock is usually issued to the founders, employees, or a private group of investors. A public corporation makes a portion of its stock shares available for public purchase.
Shares of stock are how your company gets funded. The funds you use to get started are called capital. Before issuing stock, you should determine how much capital is needed. You can then divide this value among the stock shares you will issue to shareholders.
Note that when initially issuing shares, some may be issued as compensation for helping start the business. As a result, the shareholder they are issued to does not contribute monetary capital for them, and this should be accounted for when determining share price.
Each share is only issued once, but after issuance, shares can be traded and sold. All issued shares must be documented in the company’s annual report. Companies issuing public stock need to file quarterly statements with the Securities and Exchange Commission (SEC). They must also track how many shares are issued and to whom. You should also check with the Tennessee Department of Commerce and Insurance to see what might be required at the state level.
Step 8: Apply for Necessary Business Permits or Licenses
If professional services are part of your business, you will need to make sure you are licensed with the proper licensing agency.
In Tennessee, most businesses are required to have a business license issued by the local county clerk. Some cities have their own business license requirement, as well. Check with your local county and/or municipal clerk’s office for details and how to file. You must additionally register to pay a business tax.
Check at the local level for any permits or licenses required by your city, depending on your business type and activities. You’ll also need to research whatever federal and state licensing is required for your corporation.
Step 9: File for an EIN and Review Tax Requirements
Since corporations are treated as distinct entities separate from the people involved in them, they require an Employer Identification Number (EIN). This number acts like the corporation’s Social Security number for tax purposes.
To apply for an EIN, you need to visit the IRS website. The application is simple and can be completed online in just a few minutes for free, after which you will receive your EIN. You should keep track of this number, as you will need it for future documentation and filing your business’s tax returns.
Remember that corporations must pay their own taxes separate from any taxes paid on shareholder earnings. This must be done at the federal and state levels by submitting the appropriate return each year. You can register your business for paying Tennessee state taxes here.
Nearly all businesses selling goods or services in Tennessee will also have to pay a gross receipts tax the state simply calls a Business Tax. This is actually two taxes in one, a state business tax and a city business tax. The state has an extensive guide to understanding this tax here, but the minimum you have to pay is $22 per year.
Step 10: Submit Your Corporation’s First Report
In Tennessee, all corporations are required to file an annual report to update information with the state. Reports are due by the first day of the fourth month following the end of the company’s fiscal year.
Annual reports can be filed online through the Secretary of State’s website or printed and mailed. A filing fee of $20 is required with an additional $20 if any changes are made to the registered agent information.
The Secretary of State has made a video to make it easy to understand the process of filing your annual report.
How much does it cost to start a corporation in Tennessee?
The cost of starting a Tennessee corporation can vary considerably, depending on the size and type of business and location. At a minimum, you will need to pay the $100 fee for filing the charter. Additional fees may include:
- Registered agent service fees
- $20 name reservation fee
- $20 for an assumed name
- Fees to reserve a domain name and create a website
- Fees for assistance with paperwork
- Licensing and permit fees
- $20 annual report fee
- Fees assessed for amendments or other business filings
- Fees for an accountant or tax consultant
- Costs associated with renting space
ZenBusiness can help alleviate any stress of getting your corporation off the ground by assisting with many of the required steps for a low annual fee.
What are the benefits of a corporation in Tennessee?
Many benefits come with starting a corporation in Tennessee. As a business type, the benefits of a corporation include:
- Protection of personal assets
- Legal recognition as a separate entity in and outside the U.S.
- The ability to issue stock (which can help with funding and capital)
However, there are disadvantages you should also be aware of to make an informed decision. The disadvantages are the tax structure (most corporations are taxed at both the corporate level and again at the individual shareholder level), and there’s a lot more red tape and paperwork involved than other structures, such as limited liability companies (LLCs).
How is a Tennessee corporation taxed?
How your corporation is taxed in Tennessee depends on whether it is a C corporation, an S corporation, or a nonprofit.
C corporations are taxed as separate entities, and most Tennessee corporations will have to pay franchise taxes, excise taxes, and the Business Tax, as stated above. Shareholders also pay taxes on their dividends.
S corporations, on the other hand, are pass-through entities. All profits are passed through to the owners, who must pay taxes on the dividends. However, in Tennessee, this only applies to federal taxes, as the state does not recognize the S corporation status. For state taxes, your S corporation will basically be taxed just as a C corporation would.
Nonprofit corporations can apply to be exempt from paying federal and state taxes, provided they stay within the rules for nonprofit activity. However, anyone drawing a salary from a nonprofit corporation will pay income tax on that salary.
Visit the Tennessee Department of Revenue webpage for more information about additional taxes your corporation may be responsible for, including sales and use tax.
Tennessee Corporation FAQs
Does running a corporation in Tennessee involve more paperwork than running other types of businesses?
Because corporations are more complex in structure, they often come with more paperwork than a simpler business model, such as a limited liability company (LLC). This includes corporate bylaws, the shareholder agreement, and reports.
What is the difference between an LLC and a corporation in Tennessee?
LLC stands for limited liability company. This type of business structure is a pass-through entity for tax purposes, and it is useful in keeping the owners’ assets separate from business assets. However, LLCs do not have a board of directors and do not issue shares.
How do I change my corporation’s name in Tennessee?
You can change the name of your corporation in Tennessee by filing Articles of Amendment with the Secretary of State. The filing fee is $20.
How many people are needed to form a corporation in Tennessee?
A single person can form a corporation in Tennessee
Can I form my Tennessee corporation online?
You can form your Tennessee corporation online through the Tennessee Secretary of State website.
How do I dissolve my Tennessee corporation?
To dissolve your corporation, you will need to file the Articles of Dissolution and pay a $20 filing fee.