Request a list of shelf companies here or call 307.237.2580
This aspect of Business Services involves filing and maintaining
corporation, limited liability company, limited partnership, limited
liability partnership, and general partnership documents that are
authorized by law to be filed with the Secretary of State;
information about and certification of business documents on file;
certificates of existence, authority and registration.
NOTE: If you are a non profit organization that solicits
contributions, from or within Tennessee; you may need to register
with the Division of Charitable Solicitations and Gaming. You may
call 615-741-2286 for more information.
What types of
file documents with the Division of Business Services?
Limited Liability Companies (LLC’s)
Limited Partnerships (LP’s)
Limited Liability Partnerships (LLP’s)
All of the above business entities file formation documents.
Filings by general partnerships are not for the purpose of forming
or maintaining a general partnership in Tennessee. Document filing
is for the purpose of providing public notice of basic information
about a general partnership, such as the agency authority of its
partners, and such filings are optional and voluntary.
How Do I decide on the business
structure for my
Often the tax treatment of a business will be the determining factor
in your choice of a type of business entity. For information on
types of business entities and tax treatment consult the IRS.
Why does my business entity show up as inactive?
A business entity that has failed to file its annual report on a
timely basis may be administratively dissolved and placed in
inactive status. The filing history of every business is shown in
Information Search. Click on “filing history” for details on
What are the most common
reasons for rejection of
The required filing fee was not enclosed.
The document has not been signed
The document is not clear and legible.
The document was not enclosed.
The documented is not dated.
The name that you have requested is unavailable because it is
not distinguishable from another business entity on file.
We were not able to obtain tax clearance from the Department of
Revenue. Please, contact the Tennessee Department of Revenue at
615-741-8999 or 800-342-1003. Once you have satisfied their
requirements, resubmit your document to our office for filing.
The address of the registered office must be a physical
Tennessee address; it cannot be a post office box, route number
or box number alone.
What are the most common
reasons for rejection of
an Annual Report?
The correct fee is not paid. The annual report fee is $20, and
an additional $20 is required if any change is made concerning
the registered agent/registered office. The annual report fee
for LLC's is $300 minimum up to a maximum of $3000. The fee
increases by an additional $50 per member for every member over
6 members up to a maximum of $3,000.
A president and secretary are not listed. If the business is a
Tennessee corporation, the corporation must list at least a
president and a secretary as officers. (If the corporation has
only one shareholder, that shareholder may hold both required
offices; in all other cases, these required offices must be held
by different individuals).
The board of directors are not listed, the box indicating that
the board is the same as the officers listed is not marked, or
the box indicating that the corporation does not have directors
is not marked.
The annual report is not signed and/or dated, the signer’s name
is not printed or typed, and/or the signer’s title is not given.
The annual report is not typed or filled out in ink.
The annual report is submitted after the corporation has been
administratively dissolved. Submittal requires a reinstatement
application together with an additional $70.00 fee.
The principal address or the registered agent address is changed
to a post office box.
How Do I Change
My Business Address?
You can change
the mailing address for
a business via e-mail, regular mail, or in person. A change in
Registered Agent or principal address requires filing Articles of
Amendment and paying the statutory filing fee.
Do You Have To Use An Attorney To
The statutes do not require the use of an attorney to incorporate;
however, enlisting the services of a professional may be advisable.
What Is A Charter?
The charter is the document filed to become incorporated. It is
composed of the articles of incorporation that set forth certain
minimum information about the corporation that is required by law.
What Is An Incorporator?
The incorporator is the person that files the charter of the
corporation. The incorporator must be of legal age to enter into
contracts. Once the articles of incorporation are filed, the
incorporator’s function is complete.
What Is An Assumed
An assumed name, also known as a DBA (doing business as) or
fictitious name, is a name other than the true corporate name under
which the corporation conducts business.
What are Franchise
and Excise Taxes?
Franchise and excise taxes are privilege taxes imposed on each
corporation, limited partnership, limited liability company and
business trust chartered/organized in Tennessee or doing business in
this state. These taxes are paid to the Tennessee Department of
Revenue. For tax delinquencies:http://www.tn.gov/revenue/tntaxes/fae.htm
When do I need a certificate of tax
clearance from the
Department of Revenue?
Failure to pay your franchise or excise tax will prevent you from
receiving tax clearance which is needed to dissolve or terminate a
What is Administrative
Administrative revocation occurs when a corporation’s charter is
administratively dissolved by the Division of Business Services for
any of the following reasons:
Failure to file annual report with the Division of Business
Services within two months after it is due;
The corporation is without a registered agent or registered
office for two or more months;
The name of a corporation fails to comply with the name
provisions of TCA §48-14-101
The corporation fails to notify the Division of Business
Services within two months that its registered agent or
registered office has been changed, that its registered agent
has resigned, or that its registered office has been
The corporation’s period of duration stated in its charter
The corporation submits to the Division of Business Services a
check, bank draft, money order or other such instrument, for
payment of any fee and it is dishonored upon presentation for
The Division of Business Services administratively dissolves the
corporation by issuing a Certificate of Dissolution. The certificate
shows the reason(s) for dissolution and its effective date. An
administratively dissolved corporation continues its corporate
existence but may not carry on any business except that which is
necessary to liquidate its business, close operations, and notify
claimants. The administrative dissolution of a corporation does
the authority of its registered agent.
What Is A Registered
A corporation transacting business in Tennessee is required to have
a person or legal entity located in this State designated to receive
documents on its behalf, and this function is served by the
registered agent. The registered agent’s name and street address in
Tennessee must be on file with the Division of Business Services at
What Is The Board
The board of directors is a group of people who direct and oversee
the business activities of the corporation. The board hires officers
to conduct the day to day operation of the corporation. In the case
of small, tightly held corporations, the board of directors and the
officers may serve in both capacities.
What Are Bylaws?
Bylaws are the code or rules by which the corporation is run, and
explain the conditions and limitations that the corporation must
follow in conducting its business.
What Are Authorized
Authorized shares are the number of shares that the charter allows
the corporation to issue. If there is more than one class of shares,
there must be a prescribed number for each class and the limitations
of each class must be specified.
What Is The Difference Between Issued
And Authorized Shares?
Authorized shares are the total number of shares that the board of
directors may issue. Issued shares are the shares that have been
distributed to shareholder(s).
How Many Shares
Of Stock And Stockholders Are
One share of stock and one shareholder are the minimum requirements.
There is no limit on the maximum number of shares or shareholders.
What Is An “S”
The Federal Internal Revenue Service (IRS) makes the determination
as to how a corporation will be taxed. Many small, tightly held
corporations want the tax advantages of a partnership but want the
liability protection of a corporation. A corporation may apply for
“S” status under subchapter “S” of the IRS code, resulting in the
corporation’s profits and losses being passed to the corporation’s
shareholders as individuals.
What Is A Certificate
The Certificate of Existence, in some jurisdictions called the
Certificate of Incorporation or the Certificate of Good Standing, is
a document issued by the state or country of incorporation that
certifies that a corporation is active and has met the filing
requirements for that jurisdiction.
What Is An Annual
Each corporation in accordance with its bylaws must hold an annual
meeting of its shareholders. The time of the meeting may be stated
in or fixed in accordance with the bylaws. The meetings are intended
for the corporate directors and officers to inform the shareholders
of the status of their investment.
What Is The Fewest Number
Of People Needed To Incorporate?
It takes only one person to act as the incorporator when a
corporation is formed.
However, each domestic corporation is required to have a president
and a secretary; these required positions must be held by different
individuals unless the corporation has only one shareholder and that
one shareholder holds these offices. Every other position, such as
director, may be held by one person.
Does A Corporation Need A Certain Amount Of Capital To
Tennessee does not set a minimum amount of capital to incorporate.
Do I Have To Be Incorporated To Open A Business
A person can conduct business as a sole proprietorship or a
partnership without being incorporated, and can have bank accounts
in the unincorporated business name.
Does The Corporation Have To Be Recorded Anywhere
Once the charter has been filed with the Division of Business
Services, the charter has to be filed with the Register of Deeds in
the county in which the corporation has its principal office.
Charter amendments, restated charters and certain other documents
must also be filed with the Register of Deeds. Articles of merger or
share exchange must be filed with the Register of Deeds in the
county in which the new or surviving corporation has its principal
What is necessary for a foreign or out
of state business to do business in Tennessee?
A foreign corporation may apply for a certificate of authority to
transact business in Tennessee by filing an application with the
Division of Business Services. The application requires:
The name of the corporation and, if different, the name under
which the certificate of authority is to be obtained;
The state or country of incorporation;
The date of incorporation (month, day, year);
The period of duration if other than perpetual;
The street address, including zip code, of its principal office;
The street address, including zip code, of its registered office
in Tennessee, the county in which the office is located, and the
name of its registered agent at that office;
The names and business addresses, including zip codes, of the
current officers of the business;
The names and business addresses, including zip codes, of the
current members of the board of directors;
A statement that the corporation is for-profit;
The delayed effective date/time, if the document is not to be
effective upon filing with the Division of Business Services;
The signature of the applicant, the signer’s name typed or
printed, and the capacity of the signer.
The application must be accompanied by an original Certificate of
Existence (often referred to as a Certificate of Good Standing) duly
authenticated by the Secretary of State or other official having
custody of corporate records in the state or country of
certificate may not be more than two months old when received by the
Division of Business Services.
Additional requirements for professional corporations. The
application of a foreign professional corporation for a certificate
of authority to render professional services in this State must also
state its purpose to render a specified professional service, and
include a statement that all of its shareholders, not less than ½ of
its directors, and all of its officers other than its secretary and
any assistant secretary and treasurer (if any) and any assistant
treasurer, are qualified persons with respect to the corporation.
Prior to rendering professional services in this State, a certified
copy of the foreign corporation’s charter may have to be filed with
appropriate licensing authorities. See TCA §48-101-628.
What is transacting
The Tennessee Business Corporation Act (TCA 48-11-101
et. seq.) does not define “transacting business,” but does
provide the following non-inclusive and non-exhaustive list of
activities that do not constitute transacting business in Tennessee:
Maintaining, defending or settling any proceeding, claim or
Holding meetings of the board of directors or shareholders or
carrying on other activities concerning internal corporate
Maintaining bank accounts;
Maintaining offices or agencies for the transfer, exchange and
registration of the corporation’s own securities or appointing
and maintaining trustees or depositories with respect to those
Selling through independent contractors;
Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require
acceptance outside Tennessee before they become contracts;
Creating or acquiring indebtedness, deeds of trusts, mortgages
and security interests in real or personal property;
Securing or collecting debts or enforcing mortgages, deeds of
trust, and security interests in property securing the debts;
Owning, without more, real or personal property (including, for
a reasonable time, the management and rental of real property
acquired in connection with enforcing a mortgage or deed of
trust if the owner is attempting to liquidate the owner’s
investment and if no office or other agency, other than an
independent agency, is maintained in Tennessee);
Conducting an isolated transaction that is completed within one
month and that is not one in the course of repeated transactions
of a like nature; or
Transacting business in interstate commerce.
NOTE: In performing its ministerial filing duties, the Division of
Business Services does not resolve or determine whether specific
activities constitute “transacting business” under the Tennessee
Business Corporation Act.
For-Profit Corporations Only
Forms for Nonprofit
Forms for both For-Profit and
Forms for Limited Partnerships
Forms for Limited Liability Companies
Forms for Limited Liability Partnerships
Forms for General Partnerships