Tennessee Corporation Filing Fees and Requirements

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 Incfile 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 Incfile can get one for you.

Foreign Corporations

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, Incfile 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). Incfile 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.

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:

Corporate Bylaws

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.

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.

Appoint Officers

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."

Get an Assumed Name or DBA

If you want to register a DBA in Tennessee (assumed name), you must file a form with the Secretary of State and pay a filing fee of $20.

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 Incfile can do it for you.

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.