FAQ · Straight answers to the questions Tennessee Corporation owners ask most.
Tennessee Corporation FAQ — Formation, Compliance, and Costs
Straight answers to the questions people actually ask before and after forming a Tennessee for-profit corporation — how to incorporate, what a registered agent does, how the state's two-agency compliance works, taxes, name rules, and what happens if you fall behind. If your question isn't here, our other Tennessee corporation pages go deeper on each topic.
One price: $199.00/yr covers your formation, your registered agent, and your annual report, plus the $100.00 state filing fee, at cost.
State agency: Tennessee Secretary of State, Division of Business Services
Annual report due: April 1 · Processing: Same day
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State facts
Tennessee Corporation
Forming Your Corporation
What document forms a corporation in Tennessee?
The founding document is the corporate charter, filed with the Tennessee Secretary of State's Division of Business Services. Many states call this Articles of Incorporation; Tennessee calls it the charter. It states your corporate name, number of authorized shares, registered agent and office, principal office, fiscal year close, and the incorporator. You file it online through the state portal at tncab.tnsos.gov.
How long does incorporation take?
Online charters are usually processed the same day or within a business day or two. Mailed filings take longer. Once accepted, your corporation legally exists and appears in the public entity search.
Do I need to live in Tennessee?
No. There's no residency requirement for shareholders, directors, officers, or the incorporator. The only in-state requirement is a registered agent with a physical Tennessee address, which a commercial service can provide.
Can one person form a Tennessee corporation?
Yes. A single individual can be the only shareholder, the only director, and hold every officer position. You still need to adopt bylaws, issue stock, and hold an organizational meeting — but there's no minimum number of people.
Registered Agents
Does my corporation need a registered agent?
Yes, and continuously — from formation until dissolution. Tennessee requires every corporation to maintain a registered agent and a registered office with a physical in-state street address. The agent receives lawsuits and official state notices on the corporation's behalf.
Can I be my own registered agent?
Yes, if you have a physical Tennessee address (not just a P.O. box) and you're available during business hours. The catch is that your address goes on the public record, indexed by search engines. Many owners use a commercial service to keep their home address private and guarantee someone is always available to receive documents.
What happens if my agent resigns or lapses?
Your corporation falls out of compliance. You risk missing a served lawsuit — losing by default — or missing state notices and being administratively dissolved. If your agent changes, file a change of registered agent with the Secretary of State right away.
Can the corporation itself be the registered agent?
No. The agent must be a separate individual residing in Tennessee or an eligible business entity authorized in the state. You can name an owner, officer, or employee as the individual agent if they meet the address and availability rules.
Taxes and Ongoing Compliance
What are the ongoing obligations for a Tennessee corporation?
There are two, at two different agencies, and this trips up a lot of owners:
- Annual report to the Secretary of State, due the first day of the fourth month after your fiscal year closes — April 1 for calendar-year corporations. It confirms your registered agent, principal office, and officers and directors. Not a financial statement.
- Franchise and excise (F&E) tax to the Tennessee Department of Revenue through the TNTAP portal, due the fifteenth day of the fourth month after your fiscal year ends. Franchise tax is net-worth based with a minimum; excise tax is a percentage of net earnings.
Does Tennessee have a corporate income tax?
Tennessee's version of corporate taxation is the franchise and excise tax administered by the Department of Revenue, separate from the Secretary of State. Tennessee does not tax individual wage income, but corporations do owe F&E tax. Federal treatment depends on whether you stay a C-corporation or elect S-corporation status — a question for your CPA.
Can I elect S-corporation status?
S-corporation status is a federal election you make with the IRS by filing Form 2553; it changes how the corporation is taxed federally (pass-through instead of entity-level). It doesn't change your Tennessee charter or your F&E obligations at the state level. Whether the election helps depends on your numbers — talk to an accountant.
Names, Changes, and Winding Down
How do I check if my corporate name is available?
Search the Tennessee Secretary of State's business entity search. Your name must be distinguishable from every other entity on record and include a corporate designator like "Inc.," "Corp.," or "Incorporated." If a name is too similar to an existing one, the state can reject your charter.
How do I change my registered agent or address?
File a change of registered agent with the Secretary of State to update the agent and registered office. Changing your principal office or corporate name is a separate charter amendment. None of these reset your annual report or tax deadlines.
How do I dissolve a Tennessee corporation?
You wind the corporation down properly: the board and shareholders approve dissolution, you settle debts and taxes, distribute remaining assets to shareholders, and file articles of dissolution with the Secretary of State. You also close out your franchise and excise tax account with the Department of Revenue. Simply abandoning the corporation isn't the same as dissolving it — obligations keep accruing until you formally close it.
What if I miss the annual report?
Falling behind on the annual report or F&E tax can push your corporation out of good standing and, if it continues, lead to administrative dissolution. Reinstatement is possible but requires catching up on what's owed and correcting the deficiency. Filing on time is far cheaper and less disruptive.
Frequently asked questions
What's the difference between a corporation and an LLC in Tennessee?
A corporation has shareholders, a board of directors, and officers, issues stock, and is the standard structure for raising investment or granting employee equity. An LLC has members, is more flexible and lighter on formalities, and is usually taxed as a pass-through by default. Corporations owe franchise and excise tax in Tennessee; so do LLCs, but the per-member fee structure and governance differ. Choose a corporation if you plan to raise capital or issue stock; choose an LLC for simpler small-business operations.
How much does it cost to form a Tennessee corporation?
There's a state filing fee to file the corporate charter, plus ongoing annual report and franchise and excise tax obligations. We don't quote dollar figures on this page because state fees change and are shown on your order and the state's fee schedule. Our costs page breaks down every category — formation, registered agent, annual report, and F&E tax — so you can see the full picture.
Do I need a lawyer to incorporate in Tennessee?
No, you don't need a lawyer to file the charter — the process is procedural and we can handle the filing for you. A lawyer becomes valuable for custom stock arrangements, shareholder agreements, complex ownership splits, or resolving disputes. For a straightforward formation, a filing service plus a CPA for the tax questions usually covers it.
When does my Tennessee corporation need an EIN?
Always. Every corporation needs an EIN from the IRS to file its federal return, open a bank account, and hire employees. You can't use a personal Social Security number for a corporation. The EIN is free and issued immediately through the IRS online EIN Assistant.
Can a foreign (out-of-state) corporation do business in Tennessee?
Yes, but it generally must qualify first by obtaining a Certificate of Authority from the Tennessee Secretary of State (Form SS-4233) and naming a Tennessee registered agent. This applies to corporations transacting substantial, ongoing business in the state — maintaining a location, employing people, or owning property here. Isolated transactions usually don't trigger the requirement.
What is franchise and excise tax and who administers it?
It's Tennessee's principal business tax on corporations, administered by the Department of Revenue — not the Secretary of State. The franchise tax is based on net worth with a statutory minimum, and the excise tax is a percentage of net earnings. You register and file through the TNTAP portal, and the return is due the fifteenth day of the fourth month after your fiscal year ends. It's separate from your Secretary of State annual report.
Ready to form your Tennessee Corporation?
Formation, your registered agent, and your annual report. One price, $199.00/yr, with the state fee passed through at cost.
Form Your Tennessee Corporation ($199.00/yr All-In)