Tennessee Articles of Incorporation: Filing, Costs, and Next Steps

To form a corporation in Tennessee, you file Tennessee articles of incorporation, which the state calls a “charter,” on Form SS-4417 with the Secretary of State along with a $100 filing fee.¹ Your corporation legally exists the moment the Secretary of State files the charter, unless you write in a delayed effective date.² Don’t let the vocabulary throw you: Tennessee statutes and forms use “charter” where most states say “articles of incorporation.” Same document, different label.

What the Charter Must Include

Tennessee law lists seven items every for-profit charter has to contain, and leaving one out will get the filing rejected.³

A corporate name that meets Tennessee’s naming rules.
The number of shares the corporation is authorized to issue, with class details if you plan more than one class.
The name of the registered agent and the street address of the registered office in Tennessee, including the county.
The name, address, and zip code of each incorporator, with at least one signature.
The street address and zip code of the principal office, which can sit outside Tennessee.
Any preferences, limitations, and rights attached to different share classes.
A statement that the corporation is organized for profit.

Form SS-4417 walks through each of these fields.⁴ The person who signs as incorporator does not need to become a shareholder or officer. Anyone can serve in that role as long as they provide a valid mailing address for the public record.

Naming Your Corporation

The name has to include a corporate signal word: “Corporation,” “Incorporated,” or “Company,” or an abbreviation like “Corp.,” “Inc.,” or “Co.”⁵ Banking and insurance corporations are exempt from that requirement.

The name also has to be distinguishable from every other entity name on file with the Secretary of State, whether that name is active, reserved, or registered.⁵ Search the Secretary of State’s business database before you commit. A name that reads too close to an existing filing will bounce your charter.

Registered Agent and Registered Office

Every Tennessee corporation must maintain a registered agent and a registered office in the state at all times.⁶ The registered office needs a physical street address; a P.O. box alone does not satisfy the requirement, because the state has to have a reliable place to deliver lawsuits and official notices.

The agent can be an individual who lives in Tennessee or any business entity authorized to operate in the state.⁶ Many incorporators name themselves or another officer. If you lack a permanent Tennessee address, a professional registered agent service typically runs $40 to $150 per year.

Authorized Shares

Your charter has to state the total number of shares the corporation can issue.⁷ If you’re creating more than one class of stock (common and preferred, for example), the charter must name each class and describe its rights, preferences, and limitations before any shares of that class can be issued.

You can assign a par value, but Tennessee law says a par value does not by itself set a minimum issue price or trigger special liability.⁷ Most small corporations open with a single class of common shares and no par value.

How to File and What It Costs

Two options for submitting Form SS-4417: electronically through the Secretary of State’s TNCaB online portal, or by mailing a paper copy to the Division of Business Services in Nashville.¹ Online is faster and flags missing fields before you submit.

The filing fee is $100.¹ Online payments go by credit card or electronic check; mailed filings need a check or money order. Sending the wrong amount is a common reason filings come back.

Once the state files your charter, you get a confirmation (usually an acknowledgment letter or stamped copy). The Secretary of State does not publish guaranteed turnaround times, so if you need the corporation active by a specific date, build in a cushion or use the online route.

What to Do After the Charter Is Filed

Filing the charter is the first step, not the last. Several follow-ups are either legally required or hard to skip.

Get a Federal EIN

You need a federal Employer Identification Number before you can open a business bank account, hire employees, or file tax returns. Apply for free on IRS.gov and you receive the EIN immediately.⁸ The IRS recommends forming the entity with the state before applying, so file the charter first.

Adopt Bylaws

Tennessee law requires the incorporators or the board of directors to adopt initial bylaws.⁹ Bylaws are internal operating rules covering director elections, meetings, quorum, and officer appointments. They are not filed with the state; they stay in your corporate records. The only limit is that bylaws cannot conflict with Tennessee law or your charter.

Register for Franchise and Excise Taxes

Every corporation chartered in Tennessee owes franchise and excise taxes, even if the business is inactive.¹⁰ The franchise tax runs off net worth with a $100 annual minimum; the excise tax runs off net earnings. Registration is through the Tennessee Department of Revenue and is separate from the Secretary of State filing. Missing it is a common and expensive oversight.

Consider an S-Corporation Election

If you want the corporation taxed as an S corporation, so profits pass through to shareholders instead of being taxed at the corporate level, file IRS Form 2553 no later than two months and 15 days after the beginning of the tax year the election is to take effect.¹¹ For a new corporation, the clock starts on the charter’s effective date. Miss the window and you wait until the next tax year.

Annual Report

Tennessee corporations file an annual report with the Secretary of State each year. The fee is $20, plus another $20 if you change the registered agent or office as part of the filing.¹² You file through the TNCaB portal, and the account you set up there is separate from your initial charter filing.

Take this one seriously. If a corporation fails to deliver a properly completed annual report within two months after the due date, the Secretary of State has grounds to administratively dissolve it.¹³ Common rejection reasons include forgetting to list at least one officer, leaving the board of directors section blank, or not signing and dating the form.¹² Reinstatement after administrative dissolution is possible, and once approved it relates back to the date of dissolution as if the dissolution never happened.¹⁴ Operating while dissolved, however, exposes you personally to liability, so treat the annual report as a hard deadline.

Amending the Charter Later

A corporation can amend its charter at any time to add, change, or remove provisions, whether that means the corporate name, the share structure, or any other detail.¹⁵ You file the change on Form SS-4421 (Articles of Amendment) for $20.¹

The amendment has to include the corporation’s name, the exact text of each change, when it was approved, and whether it was adopted by the board alone or by a shareholder vote.¹⁶ If the amendment exchanges, reclassifies, or cancels existing shares, the filing also has to explain how that will be carried out. Submit through the TNCaB portal or by mail to the Division of Business Services in Nashville.

1
Tennessee Secretary of State. Business Forms and Fees
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FindLaw. Tennessee Code 48-12-103 – Charter Filing and Effective Date
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Justia Law. Tennessee Code 48-12-102 – Charter
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Tennessee Secretary of State. Instructions Charter For-Profit Corporation
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Justia Law. Tennessee Code 48-14-101 – Corporate Name
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Justia Law. Tennessee Code 48-15-101 – Registered Office and Registered Agent
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Justia Law. Tennessee Code 48-16-101 – Authorized Shares
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Internal Revenue Service. Get an Employer Identification Number
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Justia Law. Tennessee Code 48-12-106 – Bylaws
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Tennessee Department of Revenue. Franchise and Excise Tax
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Internal Revenue Service. Instructions for Form 2553
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Tennessee Secretary of State. Frequently Asked Questions for Businesses
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Justia Law. Tennessee Code 48-24-201 – Grounds for Administrative Dissolution
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Justia Law. Tennessee Code 48-24-203 – Reinstatement Following Administrative Dissolution
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Justia Law. Tennessee Code 48-20-101 – Authority to Amend
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Justia Law. Tennessee Code 48-20-106 – Articles of Amendment