To file articles of incorporation in Tennessee, submit Form SS-4417 to the Tennessee Secretary of State with a $100 filing fee. Tennessee officially calls this document a “charter” rather than articles of incorporation, but the two terms refer to the same thing: the document that creates a for-profit corporation as a separate legal entity under state law. The charter must satisfy Tennessee Code § 48-12-102, and once it’s on file you have several follow-up tasks that need to happen quickly.1Tennessee Secretary of State. Instructions Charter For-Profit Corporation
Why Tennessee Says “Charter” Instead
Most states use “articles of incorporation.” Tennessee uses “charter.” Form SS-4417 is officially titled “Charter For-Profit Corporation.”1Tennessee Secretary of State. Instructions Charter For-Profit Corporation The legal effect is identical, so when federal forms or out-of-state paperwork ask for your articles of incorporation, your Tennessee charter is the document they want.
What the Charter Must Contain
Section 48-12-102 requires seven items:2Justia. Tennessee Code 48-12-102 – Charter
- A corporate name that meets the requirements of § 48-14-101.
- The total number of shares the corporation is authorized to issue. At least one share must be listed or the filing will be rejected.
- The street address of the registered office in Tennessee, the county it sits in, and the name of the registered agent at that address.
- The name and full mailing address of every incorporator. Whoever signs must be listed.
- The street address of the principal office, which can be outside Tennessee. A P.O. box alone won’t do.
- Any share-structure information required by Chapter 16 of Title 48 when there is more than one class of shares.
- A statement that the corporation is organized for profit.
The Secretary of State’s office verifies addresses against U.S. Postal Service deliverability standards. If an address can’t be confirmed as deliverable, the filing is rejected unless you also provide a deliverable mailing address.1Tennessee Secretary of State. Instructions Charter For-Profit Corporation
Corporate Name Rules
Two rules govern the name under § 48-14-101. The name must include a corporate designator: “corporation,” “incorporated,” “company,” or an abbreviation like “Corp.,” “Inc.,” or “Co.”3FindLaw. Tennessee Code 48-14-101 – Corporate Name Requirements And the name must be distinguishable on the Secretary of State’s records from every other entity name already on file, whether active, reserved, or registered. “Distinguishable” is a lower bar than “completely different,” but a name close enough to confuse the public won’t pass.
The name also cannot imply government affiliation, professional or charitable status, or authority to transact business that requires special approval unless you can back that up with written certification from the relevant body. Search existing business names through the Secretary of State’s online portal before you invest in branding, letterhead, or a domain.
Setting the Authorized Shares
The charter must state the maximum number of shares the corporation can issue. Selling or distributing more than that number later requires amending the charter, so many small corporations authorize more shares than they intend to issue immediately. That leaves room for future investors or an employee equity plan without another filing.
If there will be more than one class of shares, the charter has to give each class a distinct name and describe its preferences, voting rights, and limitations before any shares in that class are issued.4FindLaw. Tennessee Code 48-16-101 – Authorized Shares At minimum, the charter must authorize at least one class with unlimited voting rights and at least one class entitled to receive the corporation’s remaining assets on dissolution. For most simple corporations, both requirements are met by a single class of common stock.
Registered Agent
Every Tennessee corporation must continuously maintain a registered agent with an office at a street address in Tennessee.5Justia. Tennessee Code 48-15-101 – Registered Office and Registered Agent The agent accepts legal papers and government notices on the corporation’s behalf. This can be an officer, an employee, or a commercial registered agent service, which typically charges between $89 and $149 per year.
The registered office can double as the corporation’s place of business, but a P.O. box cannot serve as the registered office address. If your principal office sits outside Tennessee, you still need a registered agent physically in the state.
How to File and What It Costs
Submit the completed charter online through the Secretary of State’s Business Services portal or by mail to the Secretary of State’s office in Nashville. Online filing is significantly faster. Mailed applications require a check or money order payable to the Tennessee Secretary of State.
The filing fee is $100.6Tennessee Secretary of State. Business Forms and Fees Once the state processes the filing, it returns a filed-stamped copy of the charter, which is your official proof that the corporation exists.
Record the Charter With Your County Register of Deeds
Here is the step that catches many new incorporators off guard. If your principal office is in Tennessee, the filed charter must also be recorded with the Register of Deeds in the county where that office is located.7Tennessee Secretary of State. Frequently Asked Questions for Businesses This is separate from filing with the Secretary of State, and skipping it can create problems later. Recording fees vary by county, so contact the local Register of Deeds office for the exact amount.
What to Do Right After Filing
Filing brings the corporation into existence. A few things need to happen soon after, or the corporation runs into trouble.
Adopt Bylaws
Tennessee law requires the incorporators or the initial board of directors to adopt bylaws.8Justia. Tennessee Code 48-12-106 – Bylaws Bylaws are the internal operating rules: how meetings get called, how directors are elected, how decisions are made. They can include any provision for managing the business that doesn’t conflict with state law or the charter. Bylaws are not filed with the state, but you’ll reach for them whenever a governance question comes up.
Get an EIN From the IRS
Every corporation needs an Employer Identification Number. It’s the corporation’s tax ID, and you’ll need it to open a bank account, hire employees, and file returns. Apply free through the IRS online tool; the agency warns specifically against third-party sites that charge for this service.9Internal Revenue Service. Get an Employer Identification Number The IRS recommends forming your entity with the state before applying.
Register for Franchise and Excise Tax
Tennessee has no personal income tax on wages, but it does tax corporations. Every corporation chartered or registered in the state must register for and pay franchise and excise taxes.10Tennessee Department of Revenue. Franchise and Excise Tax The franchise tax is based on net worth; the excise tax is based on net income. The minimum franchise tax is $100 per year regardless of activity or revenue. Even a dormant corporation owes at least $100 annually to the state just for existing.
Annual Report and Administrative Dissolution
Tennessee corporations must file an annual report with the Secretary of State. For entities on a calendar fiscal year, it’s due by April 1. The filing fee is $20, and if you also change your registered agent or office in the same filing, add another $20.7Tennessee Secretary of State. Frequently Asked Questions for Businesses
Missing the deadline has real consequences. There’s a grace period, but a corporation that still hasn’t filed can be administratively dissolved by the Secretary of State. Dissolution strips the corporation of its legal authority to do business: good standing is lost, limited liability protection becomes questionable, and the corporation can’t sign contracts or secure financing under its corporate name. The same risk applies to failing to maintain a registered agent or pay franchise taxes. Calendar the deadline and treat it like a tax due date.
Amending the Charter Later
To change the corporate name, share structure, registered agent, or any other charter provision, file Articles of Amendment on Form SS-4421. Section 48-20-101 gives corporations broad authority to add, change, or delete charter provisions at any time.11Justia. Tennessee Code 48-20-101 – Authority to Amend The amendment must include the corporation’s name, the full text of each amendment, the date of adoption, and a statement indicating whether the incorporators, board, or shareholders approved it.12Justia. Tennessee Code 48-20-106 – Articles of Amendment If shares are being exchanged, reclassified, or canceled, include the implementation details.
The amendment filing fee is $20, and the same fee applies to a filing that only changes the registered agent or office.7Tennessee Secretary of State. Frequently Asked Questions for Businesses Before submitting anything to the state, follow your own internal governance procedures. Usually that means a board or shareholder vote, depending on what’s changing.