Form a Corporation in Tennessee
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How to Incorporate in Tennessee
This article will explain all you need to know to incorporate your business in the State of Tennessee — a rather straightforward process. SunDoc Filings is a business filing company specialized in incorporations throughout the country in all 50 states. Turn to us to handle some or all of the paperwork you need.
It’s not necessary to have your own attorney in order to file the paperwork needed to form a corporation. Still, it may be helpful to have professional consultation on several related matters. Beware that nothing in the following article can be construed as tax, accounting, or legal advice. Only consult licensed professionals for specific advice on your situation.
There is a filing fee to create your corporation. This fee covers filing your Articles of Incorporation with the Secretary of State. Keep in mind you’ll have to have a company name that's available with the Secretary of State.
You’ll have to know which of numerous types of corporations to choose. You also need to know your corporate address and who your registered agent is. Additionally, you need to state how many shares you authorize the corporation to use and the number of shareholders (which will depend on the corporation type you choose).
In addition to the filing itself, you also need to have an EIN or employee identification number (federal tax ID number). This can be obtained from the IRS. You have to know who your corporate officers are as well as any directors you may have. It is essential to have an initial Board of Directors meeting when you establish your corporation. At this meeting, you will adopt your bylaws and appoint officers. Your officers are not required to be listed in your articles of incorporation, and your bylaws do not need to be filed with the state. You will need to keep this information in your own records, however.
There are several types of corporations available. The General Stock Corporation has an unlimited potential number of shareholders. You might also choose your corporation to be a Close Corporation, setting a limit in the articles on the number of shareholders (as long as it does not exceed 35). For certain professionals, a Professional Corporation is mandated by Tennessee.
You may choose to use the forms supplied by the state of Tennessee for download. These meet the bare minimum requirements of the Tennessee Corporations Code. If you choose, however, you can also create your own forms. For example, an attorney can draw up a document from scratch for you.
Here’s an example: The default articles of incorporation forms will limit the corporation to one class of shares. If you’d like to change this, you can do so in a custom document. Similarly, initial directors can be named in the articles if desired as long as all of the directors are included on the document and sign it.
All corporations need to have 3 officers: President, Treasurer and Secretary. It is possible for one person to fill all of these roles if you like. In general, a Tennessee corporation must have a minimum of 3 directors. This is true except in certain cases where the shareholders are less than 3 or where no shares have been issued. Typically, unless the articles stipulate the limit and number of directors, the bylaws will outline these things.
You can only change your articles of incorporation by filing an amendment with the State of Tennessee. To change bylaws, you can simply amend them with a vote of directors and shareholders in a formal meeting. In accordance with relevant provisions of Tennessee law, methods and times of meetings as well as such things as powers of directors should be set forth in the bylaws. Meeting minutes must be kept as well.
To store your stock papers, corporate bylaws, company documents, and meeting minutes, use a Corporate Records Book. Corporate Kits are useful compilations of standard documents that run your corporation. These will be customized to your state. They will include important things like your meeting minutes, your stock certificates, and your corporate seal embosser. SunDoc can provide a fully-stocked Corporate Kit for your corporation if you desire. Check out our Tennessee Corporate Kit page to learn more.
All Tennessee corporations need to have a Registered Agent. This is an individual or company who will be available for legal and other communications from the state of Tennessee at regular business hours and at a known address. This is a service provided by SunDoc to help you outsource your company routine. For more information on this service, see our article: What is a Registered Agent? Why Do I Need One?
It is essential that the name you choose and state in your articles of incorporation be available for use. It must be available for use in the state of Tennessee and according to the Secretary of State’s records. If the name that you choose is not available, your corporation will be rejected. The name cannot be such as to mislead the public in some way, or resemble another so closely as to lead to deception. There are other statutory requirements also.
Both for your own best branding and to comply with Tennessee law, you should spend adequate time and effort developing your company name. You can run your own name searches in the State of Tennessee, or SunDoc can conduct name searches or reserve your corporation name for you.
Employee Identification Number (EIN)
Need an employee identification number? You can apply for your EIN by submitting Form SS4 to the IRS (there’s no charge). At SunDoc, we can apply for your EIN on your behalf as well. Please see our EIN page for further information.
Would you like to speak with a live voice for immediate assistance? Call us toll-free during business hours (PST) at 1-888-595-2747.
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