Tennessee Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Tennessee is called the Charter. The information listed in the Charter includes, but not limited to, the name of the company, end of fiscal year (month), shares, par value, principal office address, incorporators name, address and signature, and registered agent name and address.

Tennessee law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Tennessee is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Tennessee corporations will be required to file an annual report every year with the Division of Business Services. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due 1st day of the 4th month following company’s fiscal year end. The State will send notices to the principal office address on record 3 months before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) with the Department of State. If a corporation desires to conduct activities under a name other than its true legal name, a certificate complying with the provisions of Section 48-14-101(d) of the Tennessee Business Corporation Act must be filed with the Tennessee Corporation Filings. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The State of Tennessee provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to the provisions of Section 48-24-103 of the Tennessee Business Corporation Act and an Articles of Termination pursuant to the provisions of Section 48-24-108 of the Tennessee Business Corporation Act with the Department of State Corporate Filings. Articles of Dissolution must be filed before, or at the same time that Articles of Termination are filed. If the Articles of Dissolution have a delayed effective date, the Articles of Termination cannot be submitted for filing until such effective date. Prior to these document being accepted for filing, the Division of Business Services will request tax clearance verification from the Tennessee Department of Revenue that the business has properly filed all reports and paid all required taxes and penalties. If tax clearance verification cannot be obtained, these documents will be rejected.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Tennessee an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the North Carolina Department of Revenue with the Tennessee Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Tennessee Department of Revenue at http://www.state.tn.us/revenue.

The formation document required to file an LLC in Tennessee is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, end of fiscal year (month),managed by; member or manager, duration, purpose, county in which the office of the corporation is to be located, incorporators name, address and signature, principal office address and registered agent name and address.

Tennessee law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Tennessee is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Tennessee LLC's will be required to file an annual report every year with the Division of Business Services. The statement will request updated information on the address for service of process. The statement is due 1st day of the 4th month following company’s fiscal year end. The State will send notices to the principal office address on record 3 months before due date. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) with the Department of State. If a limited liability company desires to conduct activities under a name other than its true legal name, a certificate complying with t to the provisions of §48-207-101 (d) of the Tennessee Limited Liability Company Act or §48-249-106(d) of the Tennessee Revised Limited Liability Company Act must be filed with the Tennessee Corporate Filings. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

The State of Tennessee provides a procedure for voluntarily dissolving a domestic limited liability company by filing an Articles of Termination pursuant to the provisions of §48-245-503 of the Tennessee Limited Liability Company Act or §48-249-612 of the Tennessee Revised Limited Liability Company Act with the Department of State Corporate Filings.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Tennessee Department of Revenue at http://www.state.tn.us/revenue.

The formation document required to file a Not-For-Profit corporation in Tennessee is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, end of fiscal year (month), principal office address, incorporators name, address and signature, and registered agent name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Tennessee is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Tennessee Not-for-profit corporations will be required to file an annual report every year with the Division of Business Services. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due 1st day of the 4th month following company’s fiscal year end. The State will send notices to the principal office address on record 3 months before due date. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) with the Department of State. If a NFP corporation desires to conduct activities under a name other than its true legal name, a certificate complying with the provisions of Section 48-54-101(d) of the Tennessee Nonprofit Corporation Act must be filed with the Tennessee Corporation Filings. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The State of Tennessee provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to the provisions of Section 48-64-104 of the Tennessee Nonprofit Corporation Act and an Articles of Termination pursuant to the provisions of Section 48-64-109 of the Tennessee Nonprofit Corporation Act with the Department of State Corporate Filings. Articles of Dissolution must be filed before, or at the same time that Articles of Termination are filed. If the Articles of Dissolution have a delayed effective date, the Articles of Termination cannot be submitted for filing until such effective date. Prior to these document being accepted for filing, the Division of Business Services will request tax clearance verification from the Tennessee Department of Revenue that the business has properly filed all reports and paid all required taxes and penalties. If tax clearance verification cannot be obtained, these documents will be rejected.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Tennessee Department of Revenue at http://www.state.tn.us/revenue.