How to Form Corporation in Tennessee

Quick Answer

Forming a corporation in Tennessee requires filing Articles of Incorporation with the Tennessee Secretary of State. As of April 10, 2026, specific filing fees and processing times should be confirmed directly with the Secretary of State for current information. Tennessee has no state income tax on wages and salaries but does impose a franchise tax on corporations.

Step-by-Step Formation Process

1. Choose a Corporate Name

   • Ensure your corporate name is distinguishable from existing Tennessee corporations
   • The name must include “Corporation,” “Corp.,” “Incorporated,” or “Inc.”
   • Check name availability through the Tennessee Secretary of State’s business search database

2. Appoint a Registered Agent

   • Designate a registered agent with a Tennessee street address
   • The registered agent can be yourself, another individual, or a professional service
   • This person or entity will receive legal documents on behalf of your corporation

3. Prepare Articles of Incorporation

   • Complete the Articles of Incorporation form required by Tennessee
   • Include corporate name, registered agent information, number of authorized shares, and incorporator details
   • The document must be signed by at least one incorporator

4. File with the Secretary of State

   • Submit the Articles of Incorporation to the Tennessee Secretary of State
   • Filing can typically be done online, by mail, or in person
   • Contact the Secretary of State for current filing fees and processing times

5. Obtain an EIN

   • Apply for an Employer Identification Number (EIN) from the IRS
   • This federal tax ID number is required for tax filings and opening business bank accounts
   • Apply online at the IRS website or by mail/fax

6. Create Corporate Bylaws

   • Draft internal governing rules for your corporation
   • Bylaws outline meeting procedures, officer duties, and shareholder rights
   • While not filed with the state, bylaws are essential for corporate governance

7. Hold Initial Board Meeting

   • Conduct the first board of directors meeting
   • Adopt bylaws, elect officers, and issue initial stock certificates
   • Document all decisions in corporate minutes

Costs Breakdown

For current filing fees and costs associated with forming a corporation in Tennessee, contact the Tennessee Secretary of State directly as fees may change periodically. Additional costs to consider include:

• EIN Application: Free when filed directly with the IRS
• Registered Agent Service: If using a professional service (optional)
• Legal and Professional Fees: Attorney or accountant consultation (optional)
• Corporate Kit: Seal, stock certificates, and minute book (optional)

Requirements Checklist

Before filing your Articles of Incorporation in Tennessee, ensure you have:

• Chosen an available corporate name that complies with Tennessee naming requirements
• Identified a registered agent with a Tennessee street address
• Determined the number of authorized shares of stock
• Selected at least one incorporator to sign the Articles of Incorporation
• Prepared the required filing fee (contact Secretary of State for current amount)
• Decided on initial directors and officers
• Planned for obtaining an EIN from the IRS

Tax Implications

Tennessee corporations benefit from the state’s favorable tax structure:

State Income Tax: As of April 10, 2026, Tennessee has no state income tax on wages and salaries. However, there may be tax on investment income - contact the Tennessee Department of Revenue for current rates and requirements.

Franchise Tax: Tennessee does impose a franchise tax on corporations. The specific rates and calculation methods should be confirmed with the Tennessee Department of Revenue for current information.

Sales Tax: Tennessee has a base sales tax rate of 7.0% as of April 10, 2026, with additional local taxes that may apply depending on your business location.

Federal Taxes: Tennessee corporations are subject to federal corporate income tax and must file Form 1120 with the IRS. The current federal corporate tax rate is 21%.

Employment Taxes: If you have employees, you’ll need to pay federal and state employment taxes, including Social Security, Medicare, and unemployment taxes.

Ongoing Obligations

After forming your Tennessee corporation, you must maintain compliance with several ongoing requirements:

Annual Reports: Tennessee corporations must file annual reports with the Secretary of State. Contact the Secretary of State for current filing deadlines and fees.

Tax Filings: File required federal and state tax returns by their respective deadlines. This includes federal Form 1120 and Tennessee franchise tax returns.

Corporate Records: Maintain accurate corporate records, including meeting minutes, stock certificates, and financial statements.

Registered Agent: Ensure your registered agent information remains current and notify the Secretary of State of any changes.

Business Licenses: Renew any required business licenses or permits specific to your industry or location.

Registered Agent

Every Tennessee corporation must maintain a registered agent with a street address in Tennessee. The registered agent serves as the corporation’s official point of contact for legal documents, tax notices, and other official correspondence.

Registered Agent Requirements:

• Must have a physical Tennessee street address (not a P.O. Box)
• Must be available during normal business hours
• Can be an individual resident of Tennessee or a business entity authorized to do business in Tennessee

Options for Registered Agent Service:

• Self-Service: You can serve as your own registered agent if you have a Tennessee address
• Professional Service: Hire a registered agent service company for reliability and privacy
• Attorney or Accountant: Some legal or accounting professionals offer registered agent services

Common Mistakes to Avoid

1. Choosing an Unavailable Name: Always verify name availability before filing. Reserved names or those too similar to existing entities will be rejected.

2. Incorrect Registered Agent Information: Ensure your registered agent has a valid Tennessee street address and is aware of their responsibilities.

3. Insufficient Authorized Shares: Consider future needs when determining the number of authorized shares. Increasing shares later requires filing amendments.

4. Mixing Personal and Business Finances: Open a separate business bank account immediately and maintain clear financial separation to preserve corporate liability protection.

5. Neglecting Corporate Formalities: Hold required meetings, maintain minutes, and follow proper corporate procedures to maintain your corporation’s legal status.

6. Missing Tax Elections: Consider making S-Corporation elections with the IRS if beneficial for your tax situation. This election must be made within specific timeframes.

7. Forgetting Ongoing Compliance: Set reminders for annual report filings, tax deadlines, and other compliance requirements to avoid penalties or administrative dissolution.

Related Guides

• How to Form Corporation in Alabama: 2026 Step-by-Step Guide
• How to Form Corporation in Alaska: 2026 Step-by-Step Guide
• How to Form Corporation in Arkansas: 2026 Step-by-Step Guide
• How to Form Corporation in Hawaii: 2026 Step-by-Step Guide
• How to Form Corporation in Idaho: 2026 Step-by-Step Guide

FAQ

How long does it take to form a corporation in Tennessee?

Processing times for Articles of Incorporation vary depending on the filing method and current workload at the Tennessee Secretary of State’s office. Contact the Secretary of State directly for current processing times, as expedited options may be available for an additional fee.

Can I form a corporation in Tennessee if I live in another state?

Yes, you can form a Tennessee corporation even if you’re not a Tennessee resident. However, you must appoint a registered agent with a Tennessee address, and you may need to register as a foreign corporation in your home state if you conduct business there.

What’s the difference between Articles of Incorporation and Bylaws?

Articles of Incorporation are filed with the state and establish the corporation’s legal existence, while bylaws are internal rules that govern how the corporation operates. Articles are public record; bylaws are typically kept private within the corporation.

Do I need an attorney to form a corporation in Tennessee?

While not legally required, consulting with an attorney can help ensure proper formation and compliance with all requirements. An attorney can also assist with bylaws, shareholder agreements, and tax planning strategies.

Can a Tennessee corporation have just one owner?

Yes, Tennessee allows single-shareholder corporations. One person can serve as the sole shareholder, director, and officer, though you still must follow proper corporate formalities and maintain separate business records.

What happens if I don’t file annual reports?

Failure to file required annual reports can result in penalties, late fees, and potentially administrative dissolution of your corporation. If dissolved, you may need to file for reinstatement and pay additional fees to restore good standing.

Should I elect S-Corporation tax status?

S-Corporation election can provide tax benefits by allowing pass-through taxation, potentially avoiding double taxation on corporate profits. However, S-Corporations have restrictions on ownership and must meet specific IRS requirements. Consult with a tax professional to determine if this election is beneficial for your situation.

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This article provides general information about forming a corporation in Tennessee and should not be considered legal or tax advice. Business formation requirements and tax laws can change, and individual circumstances vary. Please consult with a qualified attorney or accountant for advice specific to your situation and verify all current requirements with the Tennessee Secretary of State.