Do I need a lawyer to Incorporate in Tennessee? |
|
The short answer is no.
The state of Tennessee does not legally require a lawyer to form a
Tennessee Corporation.
more...
|
less...
The short answer is no.
The state of Tennessee does not legally require a lawyer to form a
Tennessee Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Tennessee Corporation.
However, if there is anything about Incorporating in Tennessee
that you're not sure about you should seek the advice of a competent Tennessee lawyer, a Tennessee accountant,
or both before you Incorporate in Tennessee.
Once you have made the decision to Incorporate in Tennessee, a Tennessee lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Tennessee Corporation.
|
Do I have to Reserve a Company Name before I Incorporate in Tennessee?
|
|
You are not legally required to reserve a Company Name for a new Tennessee Corporation before you submit your application to Incorporate in
Tennessee.
more...
|
less...
You are not legally required to reserve a Company Name for a new Tennessee Corporation before you submit your application to Incorporate in
Tennessee.
Whether or not you need to reserve a company name for your new Tennessee Corporation depends entirely on your business situation.
The Tennessee Secretary of State uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Tennessee Company Name.
Click here for more information on
Tennessee Company Name Reservation
|
What if the Tennessee Corporation Name I want is already taken?
|
If the Name you have chosen for your new Tennessee Corporation is already in use by a currently active
Tennessee Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the Tennessee Secretary of State. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Tennessee Corporation is available before we submit
your Incorporation filing to the Tennessee Secretary of State.
If necessary we can register a DBA Name in Tennessee for you so that you can open your new Tennessee business as quickly as possible.
|
What do I have to do to Incorporate in Tennessee?
|
8 things you have to do in order to Incorporate in Tennessee.
1. Choose a name for your Tennessee Corporation
2. Select an official address and a Registered Agent for your Tennessee Corporation
3. Choose a Board of Directors for your Tennessee Corporation
4. Decide who will be Officers for your Tennessee Corporation
5. Determine how you want your Tennessee Corporation to be taxed
6. File Articles of Incorporation with the Tennessee Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
more...
|
less...
|
|
1. Choose a name for your Tennessee Corporation
|
Your Tennessee Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Tennessee Corporation name that you choose must be distinguishable from the name of any other registered Tennessee Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Tennessee.
Your Tennessee Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Tennessee Corporation name must not be a name that is likely to mislead the public.
The name of a Tennessee Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Tennessee Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Tennessee Secretary of State (and pay a fee).
We will:
- Check to make sure that your Tennessee Corporation name is available
- Make sure your Tennessee Corporation name conforms to state of Tennessee regulations
- Reserve your Tennessee Corporation name with the Tennessee Secretary of State
|
|
2. Select an official address and a Registered Agent for your Tennessee Corporation
|
Every Tennessee Corporation must have an address that is physically located in the state of Tennessee.
This address is "registered" with the Tennessee Secretary of State.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Tennessee to receive all correspondence on behalf of the Tennessee
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Tennessee Corporations hire a Registered Agent because they don't have a physical
address within the state of Tennessee or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Tennessee Corporation.
|
|
3. Choose a Board of Directors for your Tennessee Corporation
|
All Tennessee Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Tennessee Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Tennessee Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Tennessee or shareholders of the Tennessee Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Tennessee Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
|
|
4. Decide who will be Officers for your Tennessee Corporation
|
The Board of Directors elects Officers for your Tennessee Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Tennessee Corporation.
Officers handle the day to day operation of the Tennessee Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Tennessee Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Tennessee Corporation.
|
|
5. Determine how you want your Tennessee Corporation to be taxed
|
The Tennessee Corporate Income Tax Rate is 6.5%.
You may form an S Corporation in Tennessee.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Tennessee Corporate Income Tax.
Click here for more Tennessee Corporate Tax Information .
|
- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Tennessee Corporation and include it with
your Incorporation documents.
|
|
6. File Articles of Incorporation with the Tennessee Secretary of State
|
|
In order to form a Corporation in Tennessee you must file Articles of Incorporation with the Tennessee Secretary of State.
The Articles of Incorporation must include certain specific information about your Tennessee business. If the Articles do not conform exactly to state of Tennessee requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Tennessee Corporation but you will have to pay a fee to the state of
Tennessee in order to make the changes official.
|
|
7. Get a Federal Employer Identification Number (FEIN)
|
A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Tennessee Corporation.
All Tennessee Corporations are required to have an FEIN.
- We can obtain an FEIN for your Tennessee Corporation.
|
|
8. Issue Stock Certificates to the Initial Shareholders
|
Corporate stock is evidence of ownership of a Tennessee Corporation.
When you form your Tennessee Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Tennessee Corporations hold 100% of the shares.
Stockholders in a Tennessee Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Tennessee Corporation is able to make all Corporate business decisions.
Tennessee Corporations usually hold at least 51% of the corporate stock in order to retain control of the Tennessee Corporation.
|
less...
|
|
What do I have to do after I form my Tennessee Corporation? |
7 things you have to do after you Incorporate in Tennessee.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Tennessee for your TN Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Tennessee Corporation reports
6. Keep proper records of your Tennessee Corporation on file
7. Publish a notice of Incorporation in a newspaper in the state of Tennessee
more...
|
less...
|
|
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
|
The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Tennessee Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Tennessee Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Tennessee Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Tennessee law or
the Tennessee Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Tennessee office.
|
|
2. Open a Business Bank Account in Tennessee
|
|
It's very important that you have a separate business bank account for your Tennessee Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
|
|
3. Obtain Business Licenses from the cities and counties in which you plan to do business
|
- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Tennessee Incorporation package.
|
Note that forming a Tennessee Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Tennessee Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Tennessee Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Tennessee Corporation vary depending on your business activities
and the specific locations within the state of Tennessee in which you want to conduct business.
If your Tennessee Corporation will be selling products in Tennessee you may be required to obtain a Reseller's Permit from the appropriate
Tennessee state agency.
If your Tennessee Corporation will be selling products in Tennessee you will also be responsible for all applicable local and state of Tennessee
sales taxes if there are any.
|
|
4. Hold Meetings of Shareholders and Directors of each year.
|
Every Tennessee Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Tennessee Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Tennessee Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Tennessee Corporation into a form that complies with all
state of Tennessee requirements.
|
|
5. File the required Tennessee Corporation reports
|
| The state of Tennessee does not have requirements for an Initial TN Corporation Annual Report.
The first Tennessee Corporation Annual Report is due before the first day of the fourth month following the TN Corporation's initial fiscal year closing. | All Tennessee Corporations must file an Annual Report EACH year with the TN Secretary of State.
Tennessee Corporation Annual Reports are due on or before the first day of the fourth month following the TN Corporation's fiscal year closing.
For example, if the TN Corporation's fiscal year ends Dec 31 then the Tennessee Corporation Annual Report will be due at the TN Secretary of State by April 1.
There is an additional fee if you change the Tennessee Registered Agent information on the TN Corporation Annual Report. |
-
We can fill out and file any Annual Report with the Tennessee Secretary of State after your Tennessee Business gets going.
|
|
6. Keep proper records of your Tennessee Corporation on file
|
Keep the following records on file and available at the principal business office of your Tennessee Corporation:
- Names and addresses of all Directors and Officers of the Tennessee Corporation
- Articles of Incorporation for the Tennessee Corporation and any Amendments to them
- Corporate Bylaws for the Tennessee Corporation and any Amendments to them
- List of current shareholders of the Tennessee Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Tennessee Corporation
- Copies of all tax returns and Annual Reports for the Tennessee Corporation for the last 3 years
|
|
7. File Articles of Incorporation with the Tennessee county where your main office is located
|
| If your new Tennessee Corporation’s principal office is located in the state of Tennessee, a copy of the Articles of Incorporation must be filed with the Tennessee county where your principal office is located.
If your new Tennessee Corporation's principal office is not located in the state of Tennessee, no county filing is required. |
less...
|
|
What information do I need in order to Incorporate in Tennessee? |
In order to Incorporate in Tennessee you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
more...
|
less...
In order to Incorporate in Tennessee you'll need the following information about your new Company:
- The name of your new Tennessee Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Tennessee (not a PO Box)
- Name and address of your Tennessee Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Tennessee Corporation
- Names and addresses of the initial Directors of the Tennessee Corporation
- The number of shares of stock that the Tennessee Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Tennessee becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Tennessee.
|
How long does it take to Incorporate in Tennessee? |
|
Processing times for new Tennessee Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Tennessee Articles of Incorporation takes the state around 1-2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Tennessee LLC.
|
|
PLEASE NOTE: WE CANNOT GUARANTEE TENNESSEE SECRETARY OF STATE PROCESSING TIMES.
|
We are dependent on, and have no control over, the staff and systems of the Tennessee Secretary of State.
In our experience 1-2 business days is the time it usually takes the Tennessee Secretary of State to process
a new Tennessee Corporation application.
We get your Tennessee Corporation application to the TN Secretary of State ASAP.
Once it is at the state we have no control over the new Tennessee Corporation application process.
|
|
Are there any Expedited Processing Options for new TN Corporation Filings?
|
| The Tennessee Secretary of State does not offer expedited filing options for new Tennessee Corporation filings. |
Are there any Publication Requirements for a new Tennessee Corporation?
|
| COUNTY: If your new Tennessee Corporation’s principal office is located in the state of Tennessee, a copy of the Articles of Incorporation must be filed with the Tennessee county where your principal office is located.
If your new Tennessee Corporation's principal office is not located in the state of Tennessee, no county filing is required. |
| We can take care of all your state publication requirements. |
How much does it cost to Incorporate in Tennessee? |
The state of Tennessee charges $120.00 to Incorporate in TN.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the TN Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Tennessee our processing fees are $125.00.
We start processing your new Tennessee Corporation order as soon as we get it.
Total cost includes:
- TN Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Tennessee Secretary of State
- Certified Copies of Articles
- Tennessee Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
|
What is a Tennessee Professional Corporation? |
|
Generally, if you are required to obtain some kind of license before you can market your skills in the state of Tennessee then you will
most likely need to form a Tennessee Professional Corporation.
more...
|
less...
Generally, if you are required to obtain some kind of license before you can market your skills in the state of Tennessee then you will
most likely need to form a Tennessee Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Tennessee Secretary of State.
Depending on exactly what it is that you want to do in Tennessee, approval from a specific Tennessee state agency or board may be required before the TN Secretary of State will approve a new
Tennessee Professional Corporation filing.
This could add to the total processing time for a new Tennessee Corporation.
Click here for more information on a
Tennessee Professional Corporation.
|
Tennessee Foreign Corporation Qualification |
|
You want to do business in the state of Tennessee but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Tennessee you must register with the Tennessee Secretary of State as
a Tennessee Foreign Corporation. more...
|
less...
You want to do business in the state of Tennessee but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Tennessee you must register with the Tennessee Secretary of State as
a Tennessee Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Tennessee is called Tennessee Corporation Foreign Qualification.
The process of Tennessee Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Tennessee.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Tennessee Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Tennessee Foreign Corporation.
Click here for specific requirements for
Tennessee Corporation Foreign Qualification.
|