A corporation is a business entity created by state law; it is considered to be independent of its shareholders, directors, officers and employees. To incorporate in Tennessee, you must file a formation document. A corporation must also appoint certain corporate authorities and adopt corporate bylaws. You don't have to do business in Tennessee to form a corporation in Tennessee.
Select a name for your corporation. The name must include the suffix "Corporation," "Incorporated," "Company," "Corp.," "Inc.," or "Co." You may also use one of these suffixes translated into a foreign language, as long as you use roman letters. Your corporate name must not be in use by any other Tennessee business entity. You can perform a name search on the website of the Tennessee Secretary of State offers to confirm whether your preferred corporate name is unique. The same web page allows you to download a form that will reserve your preferred corporate name for up to four months.
Appoint a registered agent for the corporation. The registered agent is responsible for receiving all official correspondence on behalf of the corporation, such as tax bills and notifications from the Secretary of State. Although your registered agent must have a street address, not a P.O. box, in Tennessee, he need not be otherwise affiliated with the corporation; in fact, some corporations appoint their attorney as their registered agent.
Prepare the charter. You can download a template form for a for-profit corporation charter from the website of the Tennessee Secretary of State. The charter is the equivalent of the articles of incorporation in other states. The chart must list the name of the corporation, the number of shares of stock it is authorized to issue, the name and address of the corporation's registered agent, the street address of the corporation's registered office in Tennessee, the names and address(es) of the incorporator(s) -- the person or persons who prepare and file the charter -- the address of the corporation's principal office, the date the charter is filed, and the date the corporation will come into existence if later than the date of filing. One incorporator must sign the charter.
File the charter with the Tennessee Secretary of State and pay the filing fee. You may file the charter by hand-delivery or surface mail to State of Tennessee Department of State, Division of Business Services, 312 Eighth Avenue North, 6th Floor, William R. Snodgrass Tower, Nashville, TN 37243. The telephone number is 615-741-2286. The Tennessee Department of State will mail a certificate of incorporation to the corporation's registered office.
Draft corporate bylaws. Bylaws function as an internal corporate rulebook by legislating matters such as financial policies, meetings, transfer of shares, appointment and removal of directors and officers, quorums and voting rights. Although Tennessee corporations are required to enact bylaws, they need not be filed with state authorities.
Convene an initial shareholders meeting. At the meeting, pass resolutions approving the corporate bylaws and appointing a president, secretary and at least one director. The corporation may appoint more directors and other officers if it so chooses.
Open a corporate bank account. Apply for any licenses and permits necessary to transact corporate business. You will need the certificate of incorporation to perform these tasks. If the corporation does business outside of Tennessee, it will have to register as a "foreign corporation" in each state in which it does business.