Tennessee Articles of Incorporation
In Tennessee you form a corporation by filing a for-profit corporation charter (Form SS-4417) with the Secretary of State. Tennessee uses the term charter, not articles of incorporation. Attorney review available.
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Introduction
The founding document that creates a Tennessee corporation as a separate legal entity is called a charter, Tennessee's term for what other states file as articles of incorporation. A Tennessee for-profit corporation is formed by filing a For-Profit Corporation Charter (Form SS-4417) with the Tennessee Secretary of State. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation's debts. Tennessee law requires the charter to set forth the corporation's name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, and the name and address of each incorporator (Tenn. Code Ann. 48-2-102). The filing fee paid to the Secretary of State is $100. After the corporation is formed, Tennessee imposes franchise and excise taxes collected by the Tennessee Department of Revenue; the minimum franchise tax is $100 per year, based on the corporation's net worth, and is owed whether the company is active or inactive. Every Tennessee corporation must also file an annual report with the Secretary of State, with a $20 fee, due on the first day of the fourth month following the close of the corporation's fiscal year. DocDraft builds your Tennessee corporate charter from your facts, with attorney review available before you file.
Key Things to Know
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Tennessee calls its articles of incorporation a charter, and filing that charter creates a corporation as a separate legal entity. A Tennessee for-profit corporation is formed by filing a For-Profit Corporation Charter (Form SS-4417).
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You file the charter with the Tennessee Secretary of State and pay a $100 filing fee. The Secretary of State is the filing office for forming a Tennessee corporation.
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Tennessee requires the charter to set forth the corporation's name, the number of shares the corporation is authorized to issue, the initial registered office and registered agent, and the name and address of each incorporator (Tenn. Code Ann. 48-2-102).
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The charter must name a registered agent and give the registered office address in Tennessee. The corporation must continuously maintain a registered agent in the state to receive legal papers (Tenn. Code Ann. 48-15-101).
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After formation, Tennessee imposes franchise and excise taxes through the Department of Revenue. The minimum franchise tax is $100 per year, based on net worth, and is owed whether the corporation is active or inactive.
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Every Tennessee corporation must file an annual report with the Secretary of State, with a $20 fee, due on the first day of the fourth month following the close of the corporation's fiscal year (April 1 for a calendar-year corporation).
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A charter forms a corporation. To form a Tennessee limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Tennessee, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Tennessee Requirements for Articles of Incorporation
A Tennessee for-profit corporation is formed by filing a For-Profit Corporation Charter (Form SS-4417) with the Tennessee Secretary of State. Tennessee calls the document a charter, not articles of incorporation. The filing fee is $100. The corporation legally exists once the Secretary of State files the charter.
The corporation name in the charter must include a word such as Corporation, Incorporated, Company, or Limited, or an abbreviation, and must be distinguishable from other entity names on file with the Tennessee Secretary of State.
The charter must state the number of shares the corporation is authorized to issue. If more than one class or series is authorized, the charter must state the number of shares of each class and the rights of each (Tenn. Code Ann. 48-2-102).
The charter must give the street address of the initial registered office in Tennessee and the name of the initial registered agent at that office. The corporation must continuously maintain a registered agent in the state (Tenn. Code Ann. 48-15-101).
The charter must give the name and address of each incorporator, and each incorporator signs the charter. An incorporator does not have to be an owner, director, or officer of the corporation (Tenn. Code Ann. 48-2-102).
Every Tennessee corporation must file an annual report with the Secretary of State, with a $20 fee for a for-profit corporation, due on the first day of the fourth month following the close of the corporation fiscal year. It updates the state on officers, directors, address, and agent.
Tennessee imposes franchise and excise taxes through the Department of Revenue. The minimum franchise tax is $100 per year, based on net worth, and is owed whether the corporation is active or inactive. A separate excise tax is based on net earnings.
A charter forms a corporation. To form a Tennessee limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In Tennessee, the document that creates a corporation is called a charter, which is the Tennessee name for what many states call articles of incorporation. You file it with the Tennessee Secretary of State to create the corporation as a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the corporation's debts. A for-profit corporation is formed by filing a For-Profit Corporation Charter (Form SS-4417), which sets out the corporation's name, authorized shares, registered agent, and incorporators (Tenn. Code Ann. 48-2-102).
In Tennessee, a corporation is formed by filing a charter, which has shareholders, directors, and shares of stock. A limited liability company is formed by filing articles of organization, which creates an LLC with members instead of shareholders and no stock. Many states call the corporate document articles of incorporation; Tennessee calls it a charter. Both are filed with the Tennessee Secretary of State and both form a separate legal entity, but they create different kinds of entities. Choose the one that matches the entity you want.
In Tennessee you file a for-profit corporation charter (Form SS-4417) with the Tennessee Secretary of State, and the filing fee is $100. Tennessee uses the term charter rather than articles of incorporation. You can file online or by mail. Once the Secretary of State accepts and files the charter, the corporation legally exists in Tennessee.
A Tennessee for-profit corporation charter must set forth the corporation's name, the number of shares the corporation is authorized to issue, the street address of the initial registered office and the name of the initial registered agent at that office, and the name and address of each incorporator (Tenn. Code Ann. 48-2-102). If more than one class of shares is authorized, the charter must state the number of shares of each class and the rights of each. The incorporator signs the charter.
The registered agent named in a Tennessee corporate charter must have a registered office address in Tennessee and must accept service of process for the corporation. The agent can be an individual who resides in Tennessee or a business entity authorized to transact business in the state. A Tennessee corporation must continuously maintain a registered office and registered agent so legal papers can be served reliably (Tenn. Code Ann. 48-15-101).
Yes. Tennessee imposes franchise and excise taxes on corporations, collected by the Tennessee Department of Revenue. The minimum franchise tax is $100 per year and is payable if the corporation is registered through the Secretary of State to do business in Tennessee, regardless of whether the company is active or inactive. The franchise tax is based on the corporation's net worth, and a separate excise tax is based on the corporation's net earnings.
Every Tennessee corporation must file an annual report with the Secretary of State, with a $20 fee for a for-profit corporation, due on the first day of the fourth month following the close of the corporation's fiscal year. For a corporation on a calendar year, that is April 1. The report updates the state on the corporation's officers, directors, address, and registered agent. Filing on time keeps the corporation in good standing.
In Tennessee, the charter is the short public document you file with the Secretary of State to create the corporation, the equivalent of articles of incorporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the Tennessee charter to exist as a corporation and the bylaws to govern it day to day.