How To Incorporate In Tennessee

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How To Incorporate In Tennessee

1. Choose a Name for Your Tennessee Corporation

Check on Available Names in Tennessee: If you are preparing to file to incorporate your small business in Tennessee, remember that you need to choose a unique name for your corporation. You should search online records and other archives and catalogs to make sure that the name that you plan to use for your corporation is not in use by another registered corporation. There is a database of corporations that are registered in Tennessee available for online searches at Tennessee Corporation.

Reserve a Corporate Name: Name reservations are not required for you to incorporate your small business in Tennessee. However, if you would like to reserve a particular name for your corporation, you should submit a name reservation application to the office of the Tennessee Secretary of State. The name reservation application form is available online at Reserve a Tennessee Corporation Name. The corporate name that you submit on your application will be reserved for a period of 4 months. The fee to file a name reservation application is $20.00.

Filing Trademarks and Doing a Corporate Name Search: The name that you would like to use to incorporate your small business may be available in Tennessee, but in use by a corporation in another state. There may be some restrictions on how you use the name that you have chosen for your corporation. It is recommended that you consult an attorney to learn what these restrictions may be and how you can take steps to trademark the name of your corporation.

Tennessee Corporate Name Requirements: When you choose the name that you will use to incorporate your small business, remember that in Tennessee corporate names must include the word “corporation,” “incorporated,” “company,” or an abbreviation of one of these words.

2. Find a Registered Agent in Tennessee

Before you file to incorporate your small business, you will need to choose a registered agent who will act as an agent for service of process and receive all legal and tax documents for your corporation.  An adult resident of Tennessee or a corporation in Tennessee can act as your registered agent. There are also companies that provide registered agent services to corporations.

3. File Articles of Incorporation with the Tennessee Secretary of State

Minimum Requirements: When you are ready to incorporate your small business in Tennessee, you can file Articles of Incorporation with the Secretary of State. The form for this document is available at Tennessee Corporation Set Up. The Articles of Incorporation of your corporation must include the name of your corporation, the address of your principal corporate office, the name and address of your registered agent, the number of shares authorized by your corporation, and the name and address of each of the incorporators. Each of the incorporators must sign the Articles of Incorporation before you can submit the document to the Secretary of State.

Other Tennessee Legal Provisions: When you are creating Articles of Incorporation for your corporation, it is a good idea to consider including other legal provisions in addition to the minimum requirements already listed. An attorney can aid you in determining which additional legal provisions will be most important and beneficial to your corporation.

Where to Submit Form: You can submit the signed Articles of Incorporation document to the Department of State, Corporate Filings, 312 Eighth Avenue North, 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243.

Filing Fee: The filing fee for Articles of Incorporation in Tennessee is $100.00.

4. Create Other Tennessee Incorporation Documents (Corporate Kits)

Once you have filed Articles of Incorporation with the Secretary of State you can take actions such as appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring the appropriate business license. You can also create other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that describe what happens in the event that an owner decides to leave the company. These types of corporate documents are especially valuable for corporations that have multiple owners. It is recommended that you consult an attorney or a professional corporate service company when you are drafting these important documents so that you are sure to comply with all legal requirements.  

5. Qualify Your Tennessee Corporation to Do Business in Other States

Your corporation will need to qualify before you can do business in other states.  If your main corporate office is located outside of Tennessee, your corporation will need to qualify to do business in the state where the office is located. Most states will require you to pay taxes in your home state. You can find helpful information on how you can qualify your corporation to do business in other states online at Doing Business in other states.

6. Make Annual Filings and Pay Annual Fees and Taxes in Tennessee

You will be required to file an annual report for your corporation. You can find instructions and forms for this report at Tennessee Corporation Fee. You can also file online. You will be able to give updated information about your corporation in the report, including the name and address of your registered agent and the names and addresses of the principal officers and directors of the corporation. There is a filing fee of $20.00 for this report. There may be additional fees if you make changes to your registered agent or office. 

Corporations that are registered in Tennessee are subject to state income taxes. You will need to file a corporate income tax form and pay income taxes each year. You can find information about the corporate tax in Tennessee online at the official website of the Tennessee Department of Revenue at Tennessee Corporation Tax. It is recommended that you hire a professional accountant to help you with the preparation of your tax documents so that you can avoid mistakes that could end up costing you extra taxes.

Corporations can be very complex, especially when the corporation has multiple owners. It is recommended that you consult an attorney and an accountant when you are incorporating your small business so that you can be confident that the paperwork for your corporation is being prepared correctly.

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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.


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