How To Form A Company In Tennessee

With our 5-step process, forming a company in Tennessee is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.

We’ll teach you how to form your own company in Tennessee.

In Tennessee, it is simple to form a corporation.

In Tennessee, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).

To get started, follow the steps in our How to Start a Corporation in Tennessee tutorial below:

Step 1: Give Your Company a Name

Step 2: Select a Registered Agent.

Hold an Organizational Meeting in Step 3

Step 4: Complete and submit the Domestic For-Profit Corporation Charter.

Step 5: Obtain an EIN

Step 1: Give Your Tennessee Corporation a Name

The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Tennessee company naming regulations.

1. Tennessee naming conventions:

The words “corporation,” “business,” or “incorporated,” or an acronym of one of these keywords, must appear in your name.

Only companies formed before May 29, 1989, may use the word “limited” or its abbreviation “ltd.,” and they can no longer use such phrases if their name is changed.

Your company’s name cannot falsely indicate that it is linked with, or supported by any fraternal, veterans’, service, religious, charity, or professional group.

Your name must be distinct from any other current company in the state. Tennessee reserved names are included.

Your company’s name cannot include terms that may be confused with a government organisation (FBI, Treasury, State Department, etc.).

Your name cannot indicate that the organisation was formed for any illegal or non-chartered purpose.

2. Is my business name accessible in Tennessee?

Your Tennessee company name must be distinct and distinct from existing Tennessee business names. To discover whether your selected company name is available, use the Tennessee Secretary of State’s Business Search Portal.

Visit our How to Name a Business guide and pick Tennessee from the drop-down box for additional information on Tennessee corporation name searches.

3. Is the URL accessible?

Before forming your Tennessee company, check to see whether an appropriate URL for your selected business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.

Step 2: Select a Registered Agent in Tennessee.

When you file your company with the Secretary of State, you must choose a Tennessee registered agent.

What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.

Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any organisation or individual may act as your Tennessee registered agent as long as the person:

is at least 18 years old

has a physical address in the state where business is done

is accessible during regular business hours (in person).

 Step 3 Hold an Organizational Meeting

Before filing the Domestic For-Profit Corporation Charter formally in Step 4, you must attend an organisational meeting to perform the following tasks:

Complete and sign the Domestic For-Profit Corporation Charter.

Establish and approve bylaws

Choose your first director (s)

Determine your ownership structure.

Fill out an Incorporator’s Statement.

Establish and Approve Corporate Bylaws

Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.

The bylaws of a company will augment any regulations established by the federal government or the state.

Include the following in your bylaws:

The governance of the company, including the roles of directors and officials

Meeting processes, voting procedures, and the election of executives or directors

How will records be preserved and managed?

How will disagreements be resolved?

How will bylaws be added/modified in the future?

The annual shareholder meeting date

Contract Negotiation Techniques

Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)

What is a quorum for voting purposes?

What exactly is a quorum? A quorum is the minimal number of members who must be present at a meeting in order for the meeting’s actions, including any votes, to be legitimate.

Appoint the First Directors

At least one director must be appointed to monitor your Tennessee company until the first shareholder meeting.

A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.

Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.

Selecting a Share Structure and Strategy

A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.

Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.

The Tennessee Secretary of State’s Domestic For-Profit Company Charter form may only be used to incorporate a corporation with one share class. If the company requires a multiple share class structure, an extra provision must be added to the Domestic For-Profit Corporation Charter.

NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.

Make and implement an Incorporator’s Statement

The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.

The first director(s) named in this agreement will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.

Step 4: Complete and submit the Tennessee Domestic For-Profit Corporation Charter.

To form a company in Tennessee, you must complete Form SS-4417 – Domestic For-Profit Corporation Charter. The Domestic For-Profit Corporation Charter is the formal document that establishes your Tennessee corporation. You may submit it with the Tennessee Secretary of State by mail, in person, or online. The fee for filing is $100.

This paper will address the fundamentals of your company, such as:

Name and address of the corporation

Month of fiscal year end

Date of incorporation and tenure of the company

Name and location of the corporate registered agent

The number of authorised shares that a company may issue.

Name(s) and address of incorporator(s) (es)

The Secretary of State’s Tennessee Domestic For-Profit Company Charter form may only be used to establish a corporation with one share class. If the company requires a multiple share class structure, an extra provision must be added to the Domestic For-Profit Corporation Charter.

Step 5 Get an EIN for Your Tennessee Corporation

What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.

Why do I need an EIN? An EIN is necessary for the following activities:

To establish a commercial bank account for the firm

In terms of federal and state taxation

To recruit workers for the firm

How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.