How to Start a Corporation in Tennessee
Starting a Tennessee corporation does not need to be difficult.
In order to get started, you will need to file the Domestic For-Profit Corporation Charter with the Tennessee Business Services Division. This is most commonly known as the Articles of Incorporation outside of Tennessee.
You will also need to hold an organizational meeting in order to draft your corporation’s bylaws and appoint its initial directors.
We’ll show you how to start a corporation in Tennessee yourself.
Or, simply use a professional service:
Northwest ($29 + state fee)
It's Easy to Incorporate in Tennessee
Step 1: Name Your Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Domestic For-Profit Corporation Charter
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Tennessee Corporation
Choosing a business name is the first step in starting a corporation.
1. Tennessee naming guidelines:
Your corporation’s name:
- Will need to be distinguishable from all active names within the Division of Business Services’ corporate management system database in order to get accepted.
- Cannot contain language that states or implies that the corporation has the power to transact certain types of business without written approval from the relative state agencies.
- Cannot contain language that implies that it is affiliated with or sponsored by a veteran, religious, charitable, or professional organization without prior written authorization.
- Cannot include the words “mortgage”, “bank”, “credit union”, or “trust” without written approval from the Tennessee Department of Financial Institutions.
- Cannot include wording or phrases that imply that the corporation was organized for a purpose that is contrary to its charter.
Read the Tennessee state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Tennessee?
Your Tennessee corporation name must be unique and distinguishable from other business names in Tennessee. Use the Tennessee Secretary of State’s Business Search Portal to determine if your desired business name is available.
3. Is the URL available?
Before registering your Tennessee corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Tennessee Registered Agent
You must appoint a Tennessee registered agent when registering your corporation with the Tennessee Business Services Division.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Tennessee registered agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Domestic For-Profit Corporation Charter in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill out and execute the Domestic For-Profit Corporation Charter
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
You must appoint at least one director who will oversee your Tennessee corporation until the first shareholder meeting.
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
The Domestic For-Profit Corporation Charter form issued by the Tennessee Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must attach an additional provision to your Domestic For-Profit Corporation Charter.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder meeting. It should be stored with the rest of your corporate records.
Step 4: File the Tennessee Domestic For-Profit Corporation Charter
You will need to file Form SS-4417 - Domestic For-Profit Corporation Charter to set up a corporation in Tennessee. You can file it by mail, in person, or online with the Tennessee Secretary of State. The filing cost is $100.
This document will cover the basics of your corporation, including:
- Corporate name and address
- Fiscal year close month
- Effective date and corporation duration
- Corporate registered agent name and address
- The number of authorized shares the corporation is allowed to issue
- Incorporator(s) name(s) and address(es)
The Tennessee Domestic For-Profit Corporation Charter form issued by the Secretary of State may only be used to start a corporation with one share class. If the corporation needs a multiple share class structure, you must attach an additional provision to your Domestic For-Profit Corporation Charter.
OPTION 1: File Online With Tennessee Business Services Online
- OR -
OPTION 2: File Form SS-4417 by Mail or In Person
Filing Cost: $100, payable to the Tennessee Secretary of State.
Secretary of State Business Services Division
6th FL – Snodgrass Tower
ATTN: Corporate Filing
312 Rosa L. Parks Ave.
Nashville, TN 37243
Step 5: Get an EIN for Your Tennessee Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a Social Security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Tennessee State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Tennessee Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Tennessee Department of Treasury's website. This allows a business to collect sales tax.
Tennessee Employer Taxes
If you hire employees, you will need to register for Tennessee employer taxes through the Tennessee Department of Labor & Workforce Development website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Tennessee Corporation Licenses and Permits
To operate your corporation in Tennessee, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Tennessee Business License guide.
File the Tennessee Corporate Annual Report
You must file the Tennessee Corporate Annual Report with the Secretary of State each year by the first day of the fourth month following the end of your corporation’s fiscal year. For example, the due date would be April 1 if your fiscal year ended Dec. 31. You can file entirely online or fill out an online form, print it, and mail it in. The filing fee is $20 plus a small additional service fee for online filings.
Corporate Dissolution & Tennessee Good Standing
How to Get a Tennessee Certificate of Good Standing
A Certificate of Good Standing, known in Tennessee as a Certificate of Existence, verifies that your Tennessee corporation was legally formed and has been properly maintained.
You may order a Certificate of Existence in Tennessee entirely online or you may fill out an online form, print it, and submit it by mail. The fee is $20 plus a small service fee if ordering online.
Option 1: Request a Certificate Online With Tennessee Business Services Online
- OR -
Option 2: Request a Certificate by Mail With a Fillable Online Form
Fee: $20, plus a small service fee for online filings
Division of Business Services
312 Rosa L. Parks Avenue
Snodgrass Tower, 6th Floor
Nashville, TN 37243
How to Dissolve a Corporation in Tennessee
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are six main steps to close your Tennessee corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Dissolution with the Tennessee Department of State
- Close your federal and state business tax accounts with the IRS and Tennessee Department of Revenue
- File the Articles of Termination of Corporate Existence form with the Tennessee Department of State (if your corporation already issued shares and commenced business)
- Close your business bank accounts
File Dissolution Documents
Tennessee corporations have two dissolution options: the Articles of Dissolution and Termination by Incorporators or Initial Directors for corporations that have yet to issue shares or commence business and the Articles of Dissolution for corporations with issued shares.
If your corporation already issued shares and commenced business, you also must file the Articles of Termination of Corporate Existence after settling your tax accounts with the State of Tennessee.
Articles of Dissolution and Termination by Incorporators or Initial Directors
If your corporation has not yet issued shares or commenced business, you may file the Articles of Dissolution and Termination by Incorporators or Initial Directors (Form SS-4423). You may file it online or by mail. The filing fee is $20 plus a small service fee for online filings.
Articles of Dissolution
If your corporation already issued shares and commenced business, you must file the Articles of Dissolution (Form SS-4410). You may find it online or by mail. The filing fee is $20 plus a small service fee for online filings.
Then, after settling your state tax accounts, file the Articles of Termination of Corporate Existence (Form SS-4412). You may file it online or by mail. The filing fee is $20 plus a small service fee for online filings.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Tennessee Corporation FAQ
How much does it cost to start a corporation in Tennessee?
You will need to file the Domestic For-Profit Corporation Charter (Form SS-4417) and pay the $100 fee in order to form a corporation.
This is most commonly known as the Articles of Incorporation outside of Tennessee.
Moreover, you will need to find a registered agent service, which can be yourself, an attorney, or a registered agent service.
What is the difference between an LLC and corporation in Tennessee?
A limited liability company (LLC) is a pass-through entity that can be formed and maintained relatively affordably and quickly.
On the other hand, corporations are subject to significant formalities — particularly when it comes to maintenance — and need to follow specified protocols in order to stay legitimate.
See our LLC vs. Corporation for a more in-depth overview.
How long does it take to set up a corporation in Tennessee?
It can take up to 10 business days for the Tennessee Department of Revenue to register your business after you have filed your For-Profit Corporation Charter.
Note: You will need a registered agent in order to do this. This can be yourself, a partner or attorney, or a registered agent service.
Is it difficult to start a corporation in Tennessee?
Yes, in comparison to an LLC or a general partnership, starting a corporation can be quite difficult.
This is because it involves more steps, such as holding an organizational meeting and drafting corporate bylaws.
Nevertheless, corporations can be a solid choice for business owners looking to attract significant investment (e.g., venture capitalists, etc.).
See our Why Investors and Venture Capitalists Like C Corporations article for more information.
Is it easier to start an LLC than a corporation in Tennessee?
Yes, it is.
Starting an LLC is significantly more affordable and less time-consuming in comparison to a corporation.
LLCs are also more flexible when it comes to how they can be managed, which is why they tend to be recommended for small and new business owners.