In Tennessee, a new corporation's organizing document is called a "charter." It contains the company’s articles of incorporation, and it must be filed with the Tennessee Secretary of State before the corporation can begin operating. A charter is required for both for-profit and nonprofit corporations. Limited liability companies, on the other hand, must draft and file articles of organization.
Navigate to the Tennessee Secretary of State website (link in Resources).
Click the "Business Services" tab and select "Corporations" from the drop-down menu.
Click the "Corporation" tab and select "Forms and Fees" from the drop-down menu.
Click "Charter (ss-4417)" to access the charter to incorporate a for-profit business, or click "Charter (ss-4418)" if you are incorporating a nonprofit entity. The "articles of organization" for a limited liability company are located near the bottom of the page.
Fill out the charter form. In Tennessee, a charter must generally include the name of the corporation; the address of its registered office; the county in which the office is located; and the name of its initial registered agent at that office. The charter must also list the names and addresses of the incorporators; the address of the company's principal office; a statement indicating whether the corporation is for-profit or nonprofit; and the number of shares of each class that the corporation is authorized to issue. A filing fee must be submitted with the charter. The current filing fee is noted at the bottom of the form.
Submit your completed charter to:
State of Tennessee Department of State Corporate Filings 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243
Corporate existence commences upon acceptance of the charter by the state.
If you are not comfortable filling out the charter and other legal documents to form your Tennessee corporation, consider consulting with a local attorney or using an online document preparation and filing service such as LegalZoom.com.
While the charter documents are pro forma, the charter can be modified. This is often done to protect shareholders of closely-held corporations.
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