Tennessee articles of incorporation are included in the organizing document for a new corporation, which is referred to as a charter. The charter must be filed with Tennessee's Secretary of State before the corporation can commence operations. Charters are required for all corporations, whether profit or non-profit. Limited liability companies must file an article of organization.

If the article of incorporation is approved, it creates the corporation's legal entity and secures the corporate name. After approval, the corporation can then sign contracts, obtain business licenses, apply for tax IDs, and conduct business activities.

In Tennessee, articles of incorporation can be filed in person, by fax, or by mail. It usually takes the Secretary of State two to four business days to process filings. Incorporating a business provides some important benefits including:

  • Adding credibility and providing governance
  • Fulfilling all statutory requirements for registering a business name
  • Limiting the liability of shareholders, officers, and directors

Filing an article of incorporation in Tennessee requires the inclusion of the following information.

Company Name

The name must be unique and distinguishable from other entities such as limited liability partnerships, limited partnerships, liability companies, business corporations, and other nonprofit organizations that are registered with Tennessee's Secretary of State. The chosen name must contain "company," "incorporated," "corporation," or their abbreviated forms, (corp., inc., co., or ltd.) inclusive of abbreviations or names in a foreign language.

Company Purpose

Individuals must list the business or activity that the corporation will engage in or the reasons for forming the corporation.

Authorized Shares

Individuals are required to list the number of shares they are currently authorizing. This is the point where stocks for the corporation are created. The created stocks are issued to shareholders at the first shareholder meeting.

Registered Agent

Also known as a resident agent, a registered agent is a business or an individual that officially represents the corporation in all legal matters.

Names and Addresses of Incorporators

Incorporators are individuals or business entities who are authorized to form a corporation. Incorporators are not stakeholders in the corporation and have no claims on the corporation being formed. In Tennessee, the corporation's directors must be listed, but it's not required to list officers.

Annual Statements

Apart from national and state banks, all other domestic and foreign corporations in Tennessee must file annual reports with the Secretary of State. The report should be filed by the first day in the fourth month after the end of the corporation's fiscal year.

Income Tax Rate

Corporations must also pay an excise tax based on the amount of stock. The tax rate is 25 cents per $100, or a major fraction of outstanding and issued capital stock, undivided, or surplus profits shown on the corporation's financial records and books at the end of the previous fiscal year. The minimum tax is $10.

Steps for Filing a Charter

  • Visit Tennessee's Secretary of State website.
  • Select “Corporations” from the drop-down menu of the “Business Services” tab.
  • After selecting the “Corporations” tab, click on “Forms and Fees,” and choose “Charter (ss-4418)” if you want to incorporate a nonprofit entity, or “Charter (ss-4417)” if you want to incorporate a for-profit business.
  • To create a limited liability company, click on the “articles of organization” at the bottom of the page. Once the form comes up, fill according to the requirements.

In Tennessee, a charter includes:

You must also include the filing fee when submitting the charter.

Once the charter is accepted, the corporation legally exists and can commence business operations.

The following requirements are specific to the state of Tennessee:

  • One or more directors is required.
  • A minimum of one officer is required. An individual may hold multiple offices, and one officer must be responsible for maintaining corporate records.
  • Bylaws are required.
  • Annual shareholders meetings are required.

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