1. Forming a Corporation or an LLC in Tennessee
2. Filling Requirements for Tennessee Incorporation
3. Turnaround Time for Incorporating a Business
4. Requirements for the Officer/Directors of Corporations
5. Requirements for the Officer/Directors of Business
6. Location of Principal Office
7. Filling Annual Reports
8. Tennessee Business Licenses
9. Foreign Business Registration in Tennessee
10. Tennessee LLC Act

Tennessee business registration involves the full process of forming or registering a business entity or an LLC that will transact business in Tennessee. The full details of this process also cover how to obtain a Certificate of Authority to conduct business in Tennessee if your
business was formed in another state.

Forming a Corporation or an LLC in Tennessee

Each state has its own set of rules for businesses wanting to form corporations. In Tennessee, these include naming requirements such as:

  • Corporations and Limited Liability Companies cannot have names that might be confused with any other name that has been reserved or registered with the state's Division of Business Services.
  • Tennessee LLC names must include the words Co., Company, Corp., Corporation, Inc., or Incorporated.
  • Corporations and LLCs are not permitted to use the following restricted words, except with special approval by the state: insurance, bank, trust, credit union, bank, or mortgage.

Filling Requirements for Tennessee Incorporation

Businesses that want to incorporate in Tennessee must follow certain requirements:

  • All business must file Articles of Incorporation with the Department of State.
  • Businesses whose principal office address is located in Tennessee must file the corporate documents in the county where their principal office is located.

Turnaround Time for Incorporating a Business

The turnaround time for incorporating a business and forming an LLC in Tennessee is 10- 5 business days. Follow-up filing is not required.

Requirements for the Officer/Directors of Corporations

Companies wanting to incorporate in Tennessee must have one or more directors, a president, and a secretary.

Requirements for the Officer/Directors of Business

For businesses to be duly registered and incorporated in Tennessee, they must follow these requirements for their board of directors:

  • The qualification for directors should be well-stated in the Articles of Incorporation.
  • Businesses don't have to list the names and addresses of directors in the Articles of Incorporation.
  • Directors of businesses seeking to incorporate in Tennessee can act in writing in lieu of holding a meeting.

Location of Principal Office

The principal office of a corporation or an LLC operating in Tennessee can be located outside of the state.

Filling Annual Reports

The Tennessee Secretary of State requires corporations and LLCs to file annual reports on or before the first day of the month after the end of the company's fiscal year. The turnaround time once filed is usually 24 hours.

The business's board chair, president, or company officers are required by law to sign annual reports. However, only a manager or member must sign annual reports for LLCs. You can email or fax these signed documents. You cannot get a filing extension.

Tennessee Business Licenses

Businesses can't operate legally in Tennessee without satisfying certain license, permit, and tax registration requirements. Most state, county, and local governments require businesses to obtain one or more business licenses and permits. These might include:

  • Health inspections licenses
  • Restaurant licenses
  • Alcohol licenses

Foreign Business Registration in Tennessee

If your business or LLC was created outside of Tennessee, your business is called a foreign business, and you will not be able to do business legally in Tennessee until you register it there.

Businesses from other countries aren't the only ones considered "foreign"; when you organize your business or LLC under another state's laws, it is also referred to as a foreign business.

Tennessee LLC Act

The Tennessee LLC Act requires foreign companies to be registered with the State of Tennessee if they are “transacting business” there. State sales tax laws give some guidance on what “transacting business” means in relation to foreign registrations. These laws say that a business must have a physical presence in the state to be required to collect taxes on sales to that state's residents.

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