Incorporate in Tennessee - Same Day Filing

Incorporate in Tennessee - Same Day Filing

Incorporate in 3 Easy Steps
Filing Packages Start at $79 (plus state fees)
SunDoc Filings makes it fast and easy to file a Tennessee corporation. SunDoc Filings can help you form a Tennessee corporation with the Secretary of State on an expedited basis. To form a corporation in Tennessee, you must file the Tennessee Articles of Incorporation with the Secretary of State.

 

For already prepared documents, skip to step 3

 

Step 1: Check Name Availability

Choose three corporate names in order of preference and we check for availability.

Step 2: Prepare or Upload your Articles

Our online form will walk you through all required information.

Step 3: Specify Service Level and Service Options

Select the appropriate filing package or choose from the a la carte options.

 

Routine: 24 Hours

Rush: Rush Not Available

 

Email confirmation within one hour during normal business hours.

 

 

 

Your filing is now on its way!

If we receive your Tennessee Articles of Incorporation by 12 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it will take several weeks longer for proof of filing.

 

Your Post-Filing Responsibilities 

  • File a Statement of Information:  After the Articles of Incorporation are filed, the Secretary of State requires that you file a Statement of Information. 
  • Employer Identification Number If you would like, we can obtain your EIN for your new company.  Add it to your order and we will obtain the EIN within 24-48 hours.
  • Tennessee Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.

Add these optional services to your order at the time of filing:

  • Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
  • Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.

 

The SunDoc Filings Advantage

 

  • We have filed thousands of documents since 1999
  • All filings received by 12 p.m. PST are submitted same day
  • Most filing companies mail in your filings

 

Tennessee Corporate Formation Guidelines

 

CORPORATE NAME

The corporate name must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language. A corporate name found to be available may be reserved with the Secretary of State for a 4 month period for a filing fee of $20.

 

PURPOSES CLAUSE

It is acceptable to state either alone or with a specific purpose clause, “The purposes for which the corporation is organized shall be to transact any and all lawful business for which corporations may be incorporated pursuant to the provisions of the Tennessee Business Corporation Act.”

 

AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL

There is no minimum or maximum number of authorized shares since state incorporation fees are not based on the share structure. There is no minimum amount of paid in capital required to commence business.

 

PREEMPTIVE RIGHTS

Preemptive rights are denied in absence of a specific grant.

 

CUMULATIVE VOTING

Cumulative voting is denied unless provided for in the corporate charter.

 

REGISTERED AGENT AND REGISTERED OFFICE

The corporation must maintain a registered agent and office to receive service of process in Tennessee.

 

DIRECTORS

The minimum number of directors is one (1).

 

LIMITATION OF DIRECTORS' PERSONAL LIABILITY

The Charter may contain, within the limitations prescribed by the Tennessee Business Corporation Act, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.

 

INCORPORATOR

Minimum number of incorporators is one (1) and there is no requirement that the incorporator be a resident of Tennessee.

 

FILING PROCEDURES

Submit two (2) executed copies of the Charter to the Secretary of State and submit to the office of the Register of Deeds in the county wherein the corporation has its

 

principal office, if such office is in Tennessee, a certified copy of the Charter for recording.

Register of Deeds

$5.00 for first 5 pages, plus $.50 for each additional page thereafter

 


 

Tennessee Corporate Frequently Asked Questions

 

Why choose SunDoc Filings?

SunDoc Filings can help you form a Tennessee corporation with the Tennessee Secretary of State on an expedited basis. To form a corporation in Tennessee or form a Tennessee subchapter S corporation, you must file the Tennessee Articles of Incorporation with the Tennessee Secretary of State. SunDoc Filings has been forming Tennessee corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Tennessee incorporation process quick and painless for you by preparing and filing the Tennessee Articles of Incorporation with the Tennessee Secretary of State on your behalf.


How do I form a Tennessee Corporation?
First, we check corporate name availability with the Tennessee Secretary of State. Second, we prepare the Tennessee Articles of Incorporation. Third, before we form the Tennessee corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Tennessee Secretary of State. Fifth, when the Tennessee Secretary of State files the Tennessee Articles of Incorporation, we will return the filed document to you.

 

What are the advantages of forming a Tennessee Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Tennessee corporation form purchasing stock. Since the Tennessee corporation is an independent legal entity, the Tennessee corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.

When you form an Tennessee corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Tennessee corporation. Ownership in an Tennessee corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Tennessee corporation itself.
 

How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Tennessee Corporation?
After we form an Tennessee corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Tennessee corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Tennessee corporation. If you purchase our Tennessee premium package, EIN obtainment is included for your Tennessee corporation.

How do I form a Tennessee S Corporation?
It is important to understand that your Tennessee S corporation starts as a general stock corporation (C corporation). To obtain or to form an Tennessee S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Tennessee S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Tennessee C corporations below. By obtaining S corporation status in Tennessee, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Tennessee S corporation's shareholders include their share of the Tennessee Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.

What are the advantages of a C Corporation in Tennessee?
Generally most people form Tennessee C corporations that plan on publicly trading the corporation's stock. Since Tennessee S corporations cannot have more than 75 shareholders, choosing to maintain an Tennessee C corporation allows for 76 shareholders or more. An Tennessee C corporation can have multiple classes of stock such as preferred and common shares. An Tennessee C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Tennessee S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.

How do I obtain or prepare corporate bylaws for my Tennessee Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Tennessee corporation and include meeting minutes (MS Word format) that you can prepare as needed.

What are the corporate bylaws and why are they so important for my Tennessee corporation?
The corporate bylaws serve as a blueprint for your Tennessee corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Tennessee bylaws contain the number of directors and their names. Tennessee bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).

Another important part of Tennessee corporation bylaws is to create "rules" on how the Tennessee corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Tennessee bylaws will reference a list of shareholders in alphabetical order that includes Tennessee shareholder's names, addresses, titles held with the Tennessee corporation, and the amount of shares the shareholder owns in the Tennessee corporation.

What is an Tennessee corporate seal?
After the Tennessee corporation prepares its bylaws or has Sun prepare the bylaws, the Tennessee corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Tennessee corporation was formed. Many banks and other lending institutes require Tennessee corporations to possess and use a corporation seal on business documents or loan papers. All Tennessee corporation kits that Sun sells contain a handheld corporate seal embosser.

What is a Tennessee corporate kit?
The Tennessee corporate kit is typically a hardbound binder that contains all of the Tennessee corporation's important documents such as the Tennessee Articles of Incorporation and bylaws. All the Tennessee corporation kits that Sundoc sells include having the Tennessee corporation's name hot stamped (professional imprint of the Tennessee corporation's name) on the spine. Most Tennessee corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.

Another important part of an Tennessee corporate kit is stock certificates. All of the Tennessee corporate kits that Sundoc sells contain 20 custom stock certificates that include the Tennessee corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Tennessee corporation, you can order an Tennessee corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.


Now that you have formed your Tennessee corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Tennessee bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local city and/or county tax licenses your business will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Tennessee corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Tennessee corporation.