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Incorporating in Tennessee

For complete and current information concerning Tennessee corporations you should go to the Official Web Site of the State of Tennessee. The following is not an attempt to present all you need to know when forming a corporation in Tennessee but rather to call your attention to just some of the basic information and requirements you may want to know as you submit information to form your corporation.

The information herein is cited from the Official Web Site of the State of Tennessee and Tennessee Code governing corporations. While we make every effort to ensure its accuracy, MaxFilings cannot and does not guarantee that all of the information is accurate or complete and/or current and it should therefore be independently verified.

Tennessee corporation name:

The name of a Tennessee corporation must contain the word “Corporation”, “Incorporated”, “Company”, or an abbreviation thereof and, subject to certain exceptions under state law, it must be distinguishable from any other registered Tennessee business entity and any reserved names on record. Tennessee law restricts the use of certain words and phrases in business names and the name cannot contain language that states or implies it is associated with a government agency or organized for a purpose other than that permitted by Tennessee law and its charter.

Tennessee corporation board of directors:

The board of directors of a Tennessee corporation must consist of one or more individuals, with the number being specified in, or fixed in accordance with, the charter or bylaws. Directors need not be a residents of Tennessee or shareholders of the corporation unless the corporation’s charter or bylaws so prescribe. The charter or bylaws may set forth qualifications for directors.

Tennessee corporation officers:

A Tennessee corporation shall have the officers described in its bylaws or designated by its board of directors in accordance with the bylaws; provided, that every corporation shall have a president and a secretary. Unless otherwise provided in the charter or bylaws, officers shall be elected or appointed by the board of directors. If authorized by the bylaws or the board of directors, a duly appointed officer may appoint one or more officers or assistant officers. The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating the corporation’s records. The same person may simultaneously hold more than one office with the exception of the offices of president and secretary. However, if the corporation has only one shareholder, that shareholder may hold the offices of president and secretary.

Tennessee corporation shareholders’ and directors’ meetings:

Annual shareholders’ meetings shall be held at a time stated in, or fixed in accordance with, the corporation’s bylaws. A Tennessee corporation shall hold a special shareholders’ meeting on call of its board of directors or the person(s) authorized to do so by its charter or bylaws, or unless the charter otherwise provides, a special shareholders’ meeting shall be held if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting, describing the purpose(s) for which the meeting is to be held. Annual or special shareholders' meetings may be held in or out of Tennessee at the place stated in, or fixed in accordance, with the corporation’s bylaws. If no place is stated in, or fixed in accordance with, the bylaws, shareholders’ meetings shall be held at the corporation's principal office.

Unless the corporation’s bylaws otherwise provide, special board of directors’ meetings may be called by the chair of the board, the president, or any two directors. Regular or special board of directors’ meetings may be held in or out of Tennessee.

Tennessee taxes:

See the Tennessee Department of Revenue web site.

Tennessee Registered Agent:

Tennessee corporations are required to have a registered agent in Tennessee. By having MaxFilings provide you with a professional registered agent, you can be assured that all legal documents, tax documents, annual reports, and correspondence with the state and regulatory agencies will be handled promptly, professionally, and efficiently.

Start forming your corporation now:

If you’re ready to form a Tennessee corporation with MaxFilings, you can start entering your information now. You’re under no obligation, and there is no charge until you actually place your order.

Incorporate in Tennessee