The way you register a corporation in Tennessee depends on whether you are forming a new corporation, or seeking permission to operate an existing corporation that was formed in another state. In either instance, you can complete registration by filing a form with the correct state agency.
Registration authorizes the corporation to transact business within the state.
The agency that handles corporate registrations in the state of Tennessee is the Division of Business Services, part of the Department of State. A business can incorporate by filing a corporate charter and a foreign corporation can apply for a certificate of authority to transact business in the state through this office. The Division of Business Services maintains a website that provides business owners with all the resources needed to complete either process.
Tennessee law requires all businesses operating in the state to use a name that is unique and easily distinguishable by the public. The state maintains a business entity database on the Division of Business Services' website that you can search to determine name availability for a newly formed corporation or an out-of-state corporation that wants to register to do business in the state. If the name you want to use is not available, you can register an assumed business name, also known as a "doing business as" or DBA, with the county where your business will be operating.
All corporations that are authorized to transact business in Tennessee must designate a representative individual or business entity with a physical address in the state to receive official mail. The current address of this registered agent must be on file with the state at all times.
A new business that wants to incorporate in Tennessee must file a corporate charter with the Division of Business Services. The law requires a new corporation to have at least one person, known as an incorporator, who will sign the charter and file it with the state, along with the filing fee. You can download a fill-in-the-blank PDF template of a corporate charter from the state website. The form requires the name and address of the corporation, registered agent and incorporator, and the number of initial authorized shares.
Foreign Entity Registration
A corporation that is incorporated in another state, known as a "foreign corporation," can request permission to operate in Tennessee by filing an application for a certificate of authority. You can download a fill-in-the-blank PDF certificate of authority application form from the forms and fees section of the Division of Business Services website. The form requests the name and address of the corporation, date and place of incorporation, the name and address of a Tennessee registered agent, and the names and addresses of the officers and directors. You must attach a certificate of good standing to the application from your home state that is less than two months old, certifying that the corporation is compliant with state laws, along with a filing fee.
Corporate charters and certificates of authority must also be recorded with the register of deeds in the county where the corporation has its principal office. If the corporation does not maintain a principal office in Tennessee, it must record the filing with the register of deeds where the corporation's registered agent is located.