How to Incorporate a Business in Tennessee
Learn how to incorporate in Tennessee — filing fees, processing times, registered agent requirements, and step-by-step guidance for forming a C Corp or S Corp.
Bizee Editorial Staff
Editorial Team
Tennessee at a glance
Filing fee: $100 (online) / $108 (paper)
Processing time: 3–5 business days (online); up to 10 business days (paper)
State agency: Tennessee Secretary of State, Division of Business Services
Annual report due: April 1 each year
State tax rate: No state income tax on wages; franchise and excise tax applies to corporations
How to incorporate in Tennessee
To incorporate in Tennessee, you need to choose a unique business name, appoint a registered agent, file Articles of Incorporation with the Tennessee Secretary of State, write corporate bylaws, hold an initial board meeting, and register for an Employer Identification Number (EIN) and state taxes. The state filing fee starts at $100 online.
Tennessee is consistently ranked among the more business-friendly states in the South. It has no state income tax on wages, and the incorporation process is straightforward if you follow the steps in order. Most businesses can complete the filing in a single session online.
Name your corporation
Your corporation's name must be distinguishable from any other business name already on file with the Tennessee Secretary of State. It also needs to include a corporate designator — things like "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co."
Check name availability through the Secretary of State's online business search before you file. If your preferred name is available but you're not ready to file yet, you can reserve it for 4 months by filing a Name Reservation application and paying a small fee.
Appoint a registered agent
Every Tennessee corporation must have a registered agent — a person or business with a physical street address in Tennessee who is available during normal business hours to receive legal documents and official state notices on your behalf. A P.O. box is not acceptable.
You can serve as your own registered agent if you have a Tennessee street address, but many business owners use a registered agent service to keep their personal address off public records and make sure nothing gets missed.
File your Articles of Incorporation
The Articles of Incorporation is the document that officially creates your corporation. You file it with the Tennessee Secretary of State, Division of Business Services. The filing fee is $100 online or $108 by paper mail.
Your Articles need to include your corporation's name, the number of authorized shares, your registered agent's name and address, and the incorporator's name and signature. Online filings typically process in 3–5 business days. Paper filings can take up to 10 business days.
Write your bylaws and hold your first board meeting
Corporate bylaws are your corporation's internal rulebook. Tennessee doesn't require you to file them with the state, but you do need to have them. Bylaws cover how directors are elected, how meetings are run, how officers are appointed, and how decisions get made.
After filing, hold an organizational meeting of your initial board of directors. At this meeting, you'll adopt the bylaws, appoint officers, authorize the issuance of stock, and handle any other startup decisions. Keep written minutes — they're part of your corporate records and matter if your liability protection is ever questioned.
Get an EIN and register for state taxes
Apply for an Employer Identification Number (EIN) from the IRS at irs.gov. Your EIN is your corporation's federal tax ID — you'll need it to open a business bank account, hire employees, and file taxes. The IRS issues EINs for free, and online applications are processed immediately.
Once you have your EIN, register with the Tennessee Department of Revenue. Tennessee has no state income tax on wages, but corporations are subject to the state's franchise and excise tax. If your business will collect sales tax or have employees, you'll also need to register for those obligations separately. Businesses with employees must additionally register with the Tennessee Department of Labor and Workforce Development for unemployment insurance.
Get your local business license
State incorporation doesn't automatically authorize you to do business in your city or county. Most Tennessee municipalities require a local business license, and requirements vary by location. Check with your city or county clerk's office — in Nashville, Memphis, and Knoxville, for example, local licensing is handled at the metro or county level.
Some industries also require state-level professional licenses on top of the standard business license. If your corporation operates in a regulated field — things like construction, healthcare, or financial services — check with the relevant Tennessee state licensing board before you start operating.
FAQ
The state filing fee is $100 if you file online through the Tennessee Secretary of State's website, or $108 if you file by paper. That covers the Articles of Incorporation. You may also pay a small fee to reserve your business name before filing, and you'll have ongoing costs like the annual report fee due each April 1.
File Articles of Incorporation with the Tennessee Secretary of State, Division of Business Services. Before you file, choose a unique corporate name, appoint a registered agent with a Tennessee street address, and decide how many shares your corporation will authorize. After the state approves your filing, write your bylaws, hold an organizational board meeting, get an EIN from the IRS, and register with the Tennessee Department of Revenue for state tax purposes.
Online filings with the Tennessee Secretary of State generally process in 3–5 business days. Paper filings can take up to 10 business days. Expedited processing may be available for an additional fee — check the Secretary of State's website for current options. These are state processing times and don't include the time it takes to prepare your documents.
Both are formed the same way at the state level — you file Articles of Incorporation with the Tennessee Secretary of State regardless of which tax structure you want. The difference is federal tax treatment. A C Corp is taxed as a separate entity. An S Corp election, filed with the IRS using Form 2553, passes income and losses through to shareholders' personal tax returns, which can reduce self-employment tax for owner-operators. A tax professional can help you figure out which structure fits your situation.
Tennessee has no state income tax on wages, but corporations are subject to the state's franchise and excise tax. The franchise tax is based on the greater of net worth or real and tangible property in Tennessee. The excise tax is based on net earnings. You'll need to register with the Tennessee Department of Revenue after incorporating and file returns annually.
Yes. Every Tennessee corporation must designate a registered agent with a physical street address in Tennessee. The registered agent receives legal documents and official state correspondence on behalf of your corporation. You can serve as your own registered agent if you have a Tennessee street address, or you can use a registered agent service to keep your personal address off public records.
Yes. In Tennessee, a DBA ("doing business as") is called an assumed name or trade name. Corporations that want to do business under a name different from their legal corporate name need to register that assumed name with the Tennessee Secretary of State. The registration is separate from your Articles of Incorporation and requires its own filing and fee.
Tennessee corporations must file an annual report with the Secretary of State by April 1 each year. The annual report keeps your corporation's information current with the state — things like your registered agent, principal office address, and officer names. Missing the deadline can put your corporation's good standing at risk, and the state can administratively dissolve a corporation that doesn't file.
