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
File a For-Profit Corporation Charter
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.
Corporate Name With a Designator
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.
Authorized Shares
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).
Registered Office and Registered Agent
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).
Incorporators
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).
Annual Report to the Secretary of State
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.
Minimum Franchise Tax
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.
Corporation Versus LLC
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.