The Corporation is a business structure that provides personal liability protection by separating the owner’s personal assets from the assets of the business. Thus, a corporation is liable for the actions and finances of the business, while the owners (known as shareholders) are not.
- Corporations provide liability protection for the shareholders
- A corporation can raise non-debt financing by selling shares of the business
- Taxation may be lower than a sole proprietorship or partnership
- Corporations are more complex and expensive to set up than sole proprietorships, partnerships, and Limited Liability Companies (LLC)
- At a minimum, corporations are required to hold an annual board of directors meeting, shareholders meeting, take minutes at the meetings, issue shares, etc., to maintain the entity’s liability protection.
Related: Guide to starting a business in Tennessee
Generally, Corporations are chosen over a Limited Liability Company when a significant amount of funding is being raised from investors. However, due to the cost and complexity of the Corporation, most small businesses are better off forming an LLC.
Related: How to form an LLC in Tennessee
The following steps are to create a domestic Corporation, which is the most common type for businesses. The other types of Corporations in Tennessee include a foreign Corporation (an out-of-state Corporation wanting approval to physically operate in the state), a professional Corporation (designated for Corporations offering professional services), or a non-profit Corporation.
Steps to Forming a Corporation in Tennessee
Step 1: Choose a Name
The first step in forming a Corporation in Tennessee is selecting a name.
The name of the Corporation has to be different from other entity names in the state of Tennessee. Check Corporation name availability in Tennessee.
The name of the Corporation must include one of the following designators at the end of the business name:
- Or an abbreviation of one of those words – Corp., Co., or Inc.
A comma may be used after the business name and before the designator. For example, “Common Grounds Coffee Inc.” and “Common Grounds Coffee, Inc.” are both acceptable.
If there is a name you want but are not ready to register the Corporation, you can file the Application for Name Reservation (Form SS-9425) with the Tennessee Secretary of State. The name reservation will hold a name for up to 120 days at the cost of $20.
Before selecting a name, you may also want to see if the domain name is also available.
While a Corporation has to select a unique name that another Tennessee Corporation isn’t using, that doesn’t guarantee that the name isn’t currently used by someone else. Before registering a Corporation name, be sure to do a trademark search to verify it is available for you to use.
Step 2: Choose a Registered Agent
To have a Corporation in Tennessee, a Tennessee Registered Agent must be identified to act as a central point of contact to receive legal documents, tax notices, summons, subpoenas, etc., on behalf of the Corporation. This can either be a resident of Tennessee or a commercial registered agent service.
You can act as the Corporation’s Registered Agent in North Dakota, and you are not required to pay for a registered agent. The requirements to be a Registered Agent include generally being present at the registered address during normal business hours and having a physical street address in the state. A PO Box is not allowed.
Any individual meeting the requirements can be the agent; however, the agent’s name and address will become public record, and with that comes a loss of privacy. This is more important for some entrepreneurs, especially when doing business from home or are still employed. Hiring a company like Northwest Registered Agent to be the Registered Agent will help protect their privacy.
Related: Do I Need a Registered Agent in Tennessee?
Step 3: File the Tennessee Corporate Charter
Next, you can start filing the Corporate Charter (called Articles of Incorporation in many states) with the Secretary of State. The Corporate Charter can be filed on the Secretary of State’s website or with Form SS-4417.
The information requested includes:
- The name of the Corporation, which must contain the word “Corporation,” “Incorporated,” “Company,” or an abbreviation. If the name already exists, you must get written consent from the name holder in order to use it.
- Additional designation. Most of the selections won’t apply to a small business, with the exception of a professional corporation. A professional corporation offers a service that is licensed in the state, such as an accountant, barber, home inspector, and more.
- Registered Agent’s name and physical address.
- Fiscal year close month. Corporations can choose any fiscal month, however, most will use December.
- Period of duration. Most will choose perpetual as an end date of the business hasn’t been determined. Some businesses (such as an investment fund or real estate investment) will have a final date already established to close the Corporation.
- Delayed effective date. If you want to finalize the paperwork of the Corporation but not have it start for up to 90 days in the future, enter the future date. Otherwise, choose upon filing.
- Number of shares the Corporation is authorized to issue.
- Address of the Corporation’s principal office.
- Name and address of the incorporator(s). These can be the owners of the Corporation or someone helping with the formation of the entity.
The Tennessee Corporate Charter can be filed online or submitted by mail. The mailing address is:
Tennessee Secretary of State
Division of Business Services
Snodgrass Tower, 6th Floor
312 Rosa L. Parks Ave
Nashville, TN 37243
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Step 4: Create Corporate Bylaws
Bylaws are the general guiding principles and procedures of the operations of the business. For example, the bylaws may include the name of the officers of the Corporation, responsibilities of the board members, terms of office, procedures for removing or adding a new director or shareholder, policies for authorizing new shares, when shareholder, and director meetings will be held, and more.
While bylaws are required in Tennessee, they are a critical document for reducing owner and shareholder disputes. An attorney can help draft bylaws, or you can use a template to generate your own with LawDepot or RocketLawyer.
Step 5: Hold the Initial Board of Directors Meeting
During the first board meeting, the board of directors will, at a minimum, elect the officers of the Corporation (the President, Vice President, Treasurer, and Secretary). They will also typically review and approve corporate bylaws, choose a bank, issue shares of stock, and decide whether the Corporation will be taxed as a C corporation or S corporation.
It’s critical to remember that taking meeting minutes at all meetings is necessary to protect the shareholders from lawsuits and court actions. The minutes provide a record of all decisions and actions taken during the meeting. Minutes aren’t filed with the state, however, they need to be stored with other Corporate documents.
Step 6: Issue Shares of Stock
In exchange for money or services, the Corporation can exchange shares of stock. The number of shares of stock issued cannot be more than the number of authorized shares listed in the Corporate Charter.
Alternatively, an inexpensive Corporate Kit can be purchased from Amazon, which has a corporate records book, blank stock certificates, initial meeting minutes template, a corporate seal, and more.
Step 7: Obtain an EIN
The EIN or Employer Identification Number (also called a Federal Employer Identification Number, FEIN, or Tax ID Number) is a unique 9-digit tax identification number assigned to a business by the Internal Revenue Service (IRS). Similar to a social security number for an individual, the EIN identifies the Corporation for tax purposes. The EIN will be needed to hire employees, open a bank account, register for business licenses and permits, file tax returns, and more.
There is no cost for the EIN when registering through the IRS. The number is available immediately when applying through the IRS website; however, you can also register by phone, fax, or mailing IRS Form SS-4.
Related: How to Apply for an EIN
Step 8: Elect the Corporation’s Form of Federal Income Taxation
By default, a new corporation will be taxed by the Internal Revenue Service (IRS) like a C-Corporation. C-Corporations pay corporate taxes on their profits, and the owners pay personal income taxes on their dividends.
A Corporation can elect to be taxed as an S-Corporation. S-Corporations are taxed as “pass-through entities,” which means the Corporation itself does not file corporate taxes. Instead, the profits (or losses) “pass through” to the shareholders, who then report this income on their individual taxes.
For most small businesses, the S-Corporation tax election is the most beneficial because it eliminates the double taxation of the C-Corporation. This tax election can be changed; however, it is highly recommended to talk with an accountant before making this decision.
Step 9: Open a Bank Account
Opening a bank account for your Corporation is important for liability protection as the bank account separates the business’s funds from the member’s personal funds.
Several documents will be needed to open a business bank account, such as:
- A banking resolution is a document that authorizes the members to open a business bank account on behalf of the LLC.
- Copies of the original Corporate Charter showing the creation of the Corporation in addition to the bylaws.
- Driver’s licenses of the members.
- Depending on the age of the Corporation, a Tennessee Certificate of Good Standing may be needed to prove the business entity is active and in good standing with the state.
Related: How to Open a Business Bank Account
Step 10: Apply for Business Licenses and Permits
Depending on what your business does and where it is located, various business licenses and permits will likely be needed before starting your business. Some common registrations include:
- Business License – Most businesses in Tennessee (even home-based businesses occasionally) need to purchase an annual business license with the County Clerk in the county where the business is located and possibly with the Municipal Clerk if the business is located within city limits.
- Professional License – Certain services such as barbershops, accountants, salons, and others must be licensed. Licensed professionals going into business and offering a professional service have the option of forming a Professional Corporation.
- Sales Tax Permit – In order to sell products and certain services, registration for a sales tax permit with the Tennessee Department of Revenue will be necessary.
Related: What Business Licenses are Needed in Tennessee?
Step 11: File Annual Reports and pay Franchise Taxes & Excise Taxes
Corporations are required to submit an annual report with the Tennessee Secretary of State. The annual report is due each year before the first day of the fourth month following the end of the Corporation’s fiscal year. Most Corporations use December 31st as the end of their fiscal, and in this case, the annual report would be due April 15th.
The filing fee for the annual report in Tennessee is $20.
Additionally, each year a franchise tax and excise tax is due. The minimum franchise tax is $100 and is a percentage of the corporation’s net worth or real and tangible property in Tennessee. The minimum excise tax is $10 and is based on net earnings.
What is the difference between Corp., Co., or Inc.?
Corp., Co., and Inc., all refer to entity designators that can be used at the end of a Corporation name in Tennessee.