Form a Corporation in Tennessee
Everything you need to know about forming a Corporation in Tennessee. Filing fees, requirements, timeline, and step-by-step guidance.
Want this turned into your personalized Corporation roadmap for Tennessee?
Sign up free — we'll track every step, deadline, and what comes after the LLC.
How to File
Choose a Corporate Name
Select a unique name for your Tennessee Corporation that includes a required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Verify name availability using the Tennessee Secretary of State's online business name search tool.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Tennessee (P.O. boxes are not permitted) who is available during normal business hours to receive legal and government correspondence on behalf of the corporation. The agent can be an individual Tennessee resident or a registered commercial agent.
30 minutes
File the Charter with the Secretary of State
Prepare and file the Charter (Articles of Incorporation) with the Tennessee Secretary of State, either online via the SOS Business Services portal or by mail. The Charter must include the corporate name, number of authorized shares, registered agent information, and the incorporator's name and signature.
1-2 hours
Pay the Filing Fee
Submit the required filing fee of $100 (minimum, based on authorized shares at $0.001 per share) along with your Charter. Pay an additional $50 if you require expedited 24-hour processing.
15 minutes
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Create Corporate Bylaws — Draft internal bylaws that govern how your Tennessee Corporation will be managed, including rules for shareholder meetings, board of directors structure, officer roles, and voting procedures. While not filed with the state, bylaws are legally essential and should be adopted at the organizational meeting.
- •Hold the Organizational Meeting and Issue Stock — Conduct the initial organizational meeting of the board of directors to adopt bylaws, appoint officers, authorize the issuance of shares, and handle other initial corporate matters. Document all decisions in the corporate minutes and formally issue stock certificates to shareholders.
- •Obtain EIN and Licenses — Apply for a federal Employer Identification Number (EIN) from the IRS for tax purposes, banking, and hiring employees. Register for applicable Tennessee state taxes with the Tennessee Department of Revenue and obtain any required local business licenses or permits for your industry and municipality.
Advantages
- ✓Limited liability protection shields shareholders' personal assets from corporate debts and legal judgments
- ✓Ability to raise capital by issuing multiple classes of stock and attracting investors, including venture capital
- ✓Perpetual existence — the corporation continues regardless of ownership changes or the death of shareholders
- ✓Eligibility to elect S-Corporation tax status with the IRS to avoid federal double taxation and pass income to shareholders
- ✓Enhanced credibility with customers, vendors, and financial institutions compared to unincorporated entities
Considerations
- •C-Corporations face potential double taxation — corporate profits are taxed at the entity level and again when dividends are distributed to shareholders
- •More complex and costly to maintain than an LLC, requiring formal record-keeping, board meetings, and corporate minutes
- •Tennessee Franchise and Excise Tax applies to corporations, adding an ongoing state tax burden beyond federal obligations
- •Greater regulatory compliance requirements including mandatory annual reports, officer/director formalities, and bylaw adherence
Annual Obligations
What OpenChamber Does
We don't file paperwork for you — we guide you through doing it yourself, which saves money and helps you understand your business from day one.
Personalized Checklist
Every task you need, organized by priority and tailored to Tennessee.
Vetted Professionals
When you need help, we connect you with professionals we trust.
Progress Tracking
Never lose track of where you are or what's next.
Track Your Progress
Get a personalized checklist for forming your Corporation in Tennessee — and everything that comes after.
Get Your Free Checklist