How Much Does It Cost to Form a Corporation in Tennessee?
Legal business registration — and maintaining business compliance — involves necessary expenses and investment. Some of these costs are payable to the Secretary of State, while others are due to additional state entities or the federal government. Here are some common requirements and fees.
Please note that fees for a permit or business license in Tennessee may be due when you first form your business, on an ongoing schedule or on an ad hoc basis. Find more details below.
Initial Tennessee Corporation Filing Fee
When you set up a corporation in Tennessee, you’ll need to file a form and pay a filing fee. Here are the current Tennessee corporation fees and filing times:
When you use Bizee to form a corporation in Tennessee, we charge you the state filing fee and forward it to the Secretary of State when we file your incorporation paperwork.
Employer Identification Number
Every corporation in the country should have a unique EIN (Employer Identification Number) from the Internal Revenue Service. You'll use your EIN when you open a business bank account, file taxes and pay employees. You can get one directly from the IRS, or Bizee can get one for you.
If you want to do business in a state other than the one where your business is based, you must create a Foreign Corporation.
Tennessee Foreign Corporation Registration
Before you can bring an arm of your business from another state into Tennessee, you must request Foreign Qualification in Tennessee. This means the state gives you permission to conduct business there.
To request registration of a Tennessee Foreign Corporation, you must complete an Application for Certificate of Authority and pay a processing fee of $600. The state may have additional registration requirements, so contact the Secretary of State directly for more information and to ensure you're in compliance with state law.
Foreign Qualification to Operate in Another State
If you plan to expand your Tennessee corporation into another state, you’ll first need Foreign Qualification or a Certificate of Authority from that state. This is required before you can create a physical presence, hire employees or bank in that state.
You'll likely have to complete at least one application and pay a filing fee, but each state has its own requirements. Before you start the process, compare state filing times and state filing fees so you can plan accordingly.
Above all, contact the state government entity that administers business (usually the Secretary of State) to confirm their requirements and for specific instructions.
If you need assistance, Bizee provides a complete Foreign Qualification service for all states.
Tennessee Annual Report Requirements
Most states - including Tennessee - require business entities to file an annual (or other periodic) report. In Tennessee, you must file an annual report once a year with the Secretary of State.
Your filing is due by April 1st each year, along with a processing fee of $20 (an additional service charge may be applied). Bizee can remind you about this every year, or we can complete the filing of your annual report for you, if you have us handle the paperwork.
Calender Year: April 1st.
Fiscal Year: 1st day of 4th month following close of fiscal year.
Tennessee Business Licenses and Permits
Before you start doing business, you must secure the necessary state, federal or local business licenses and permits to operate your corporation. Some of the fees will only need to be paid once, while others may be ongoing charges.
Permits and licenses vary based on:
Although you are legally required to have Tennessee corporation bylaws in place, you aren't required to file them with the Secretary of State. Simply keep them at your primary place of business with other business filings.
Bylaws outline rules for carrying out tasks related to managing your corporation including, but not limited to:
- The number of directors the corporation has
- How they'll be elected, their qualifications and the lengths of their terms
- When, where, and how your board of directors can call and conduct meetings
- Voting requirements
The bylaws must then be adopted (and amended, if necessary) by the board of directors and shareholders.
A set of bylaws can be extremely helpful in making sure you’re organized and can help protect your business from any future changes and events that may affect your business.
Other Tennessee Corporation Filing Requirements and Fees
The State of Tennessee requires you to complete a few more tasks before you can begin conducting business.
Appoint a Director
Some states require corporations to appoint a full board of directors. Tennessee corporation law requires all corporations to have a board of directors that consists of at least one director.
In Tennessee, the board of directors (or the single director) elects officers, such as the president, CEO, etc. Tennessee corporation law requires corporations to have at least one officer who is responsible for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. A single person can simultaneously hold more than one office in a corporation.
Issue Stock to Shareholders
To raise business capital and keep it separate from company owners' money, every corporation in the state must sell stock to its shareholders. The Charter must authorize the sale of at least one share, and the corporation cannot sell more shares than are authorized.
Hold Annual General Meetings
This is one area where Tennessee differs from other states. You may hold annual meetings, and it's usually a good idea to do so. But if you fail to do so, Tennessee BOC Title 48, Chapter 17, Part 1, § 48-17-101 states, "the failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action."
Change the Registered Agent
If your corporation is based in Tennessee, then you must have a Registered Agent in Tennessee. You'll need to appoint one when you file your Charter. You can also change to a new Registered Agent later by filing a form and paying a fee of $20.
Reserving a Name for Your Corporation
If you're not quite ready to start your business, you can reserve a name for 120 days with the Secretary of State by filing a form and paying a fee of $20. First, conduct a Tennessee corporation search and learn the state's business naming rules to ensure you choose a name that meets legal requirements.
Amending Facts About Your Corporation
When you incorporate in Tennessee, the forms you fill out and file with the Secretary of State include certain facts about your business at that time. Through the years, some or all of this information may change. If it does, you'll need to file an Articles of Amendment to the Charter form with the Secretary of State along with a filing fee of $20. You can do this yourself or Bizee can do it for you.
You'll need to file Articles of Amendment when you:
- Change the company's name
- Add, remove or change a director
- Change the Registered Agent
- Change the number of shares your corporation is authorized to issue
- Change any other facet of your business that was listed on the original Charter
Get a Certificate of Existence
Some organizations may request that you prove your corporation's compliance with laws and tax requirements. In most states, this proof is provided with a Certificate of Good Standing. In Tennessee, it's called a Certificate of Existence.
If you need to prove you have met your commitments, you’ll need to request a Tennessee Certificate of Existence from the Secretary of State. You can do this via the state's online service along with a fee of $20. Or you can have us request one for you.
The information listed above details many of the fees a standard corporation will be required to pay in Tennessee. In some circumstances, there may be other one-off, periodic or ad hoc fees not listed above.
Of course, your corporation will also probably need to pay federal, state, self-employment (if it's an S Corp) and other taxes. You'll find more information on the Tennessee taxes page.