Business Law in Tennessee
Starting a Tennessee business begins with a few key choices: which entity to form, the filings that create and maintain it, and the contracts that run it. This hub explains the essentials in plain English, with links to step-by-step guides.
By Find Local Law Editorial Team · Last reviewed: May 26, 2026
Researched and drafted with AI assistance and verified against primary sources (statutes, Judicial Council forms, and official court websites). This is general information, not legal advice.
This is general information, not legal advice.
Running a Tennessee business comes down to early decisions that shape your liability and taxes: which entity to form, how to file and maintain it with the state, and the contracts that keep it running. The guides below walk through each step.
Entity types
Tennessee businesses commonly operate as sole proprietorships or general partnerships (which need no state formation filing), LLCs (Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-101 et seq.), or corporations (Tennessee Business Corporation Act, T.C.A. § 48-11-101 et seq.). LLCs and corporations generally shield owners’ personal assets, while a sole proprietor or general partner does not have that shield.
Forming with the Tennessee Secretary of State
LLCs and corporations are created by filing with the Tennessee Secretary of State. State filing fees apply; for LLCs, those fees are charged per member rather than as a flat amount. Always confirm current fees on the Secretary of State site (sos.tn.gov) before filing.
Franchise & excise tax
A feature that surprises many new owners: LLCs and corporations doing business in Tennessee are generally subject to the state’s franchise & excise tax — a franchise tax on net worth and an excise tax on net earnings. The rates can change, so confirm the current rates with the Tennessee Department of Revenue.
Contracts
Most Tennessee deals run on contracts. Some agreements must be in writing to be enforceable, and there are deadlines to sue if a contract is broken.
The guides
- Choosing a business entity
- How to form an LLC
- How to form a corporation
- Assumed name (DBA) registration
- Contract basics
- Business disputes
To get matched with a local Tennessee business attorney, connect with a lawyer.
Guides
- Assumed Name (DBA) Registration in Tennessee
A Tennessee corporation or LLC that wants to operate under a name other than its legal name files an Application for Registration of Assumed Name with the Secretary of State; the assumed name is good for 5 years and is renewable (T.C.A. § 48-14-101 for corporations; § 48-249-106 for LLCs). Sole proprietors and general partnerships, which aren't registered with the Secretary of State, handle a business name at the county level.
- Business Disputes in Tennessee
When a contract is breached, remedies include money damages and, where damages are inadequate, specific performance. Tennessee's general statute of limitations for contract actions is six years (T.C.A. § 28-3-109). An exception: contracts for the sale of goods have a 4-year limit under the UCC (T.C.A. § 47-2-725).
- Choosing a Business Entity in Tennessee
Tennessee recognizes sole proprietorships and general partnerships (no state formation filing), LLCs (Tennessee Revised Limited Liability Company Act, T.C.A. § 48-249-101 et seq.), and corporations (Tennessee Business Corporation Act, T.C.A. § 48-11-101 et seq.), formed by filing with the Secretary of State. LLCs and corporations generally shield owners' personal assets — but they're also generally subject to Tennessee's franchise & excise tax.
- Contract Basics in Tennessee
A contract needs offer, acceptance, and consideration. Tennessee's statute of frauds (T.C.A. § 29-2-101) requires a signed writing for certain agreements — including a contract for the sale of land, a lease of land for more than one year, an agreement that can't be performed within one year, and a promise to answer for another's debt. Sales of goods have a separate UCC statute of frauds (T.C.A. § 47-2-201).
- How to Form a Corporation in Tennessee
In Tennessee the incorporation document is called the charter (not articles of incorporation). You deliver a charter to the Secretary of State under the Tennessee Business Corporation Act (T.C.A. § 48-12-101, § 48-12-102), naming the corporation, incorporators, principal office, and registered agent, and file an annual report (§ 48-26-203). An S corporation is a federal tax election, not a Tennessee entity type. Confirm current fees on sos.tn.gov.
- How to Form an LLC in Tennessee
To form a Tennessee LLC you file Articles of Organization with the Tennessee Secretary of State under T.C.A. § 48-249-202, naming the registered agent and office, principal office, and management type. The LLC must maintain a registered agent (§ 48-249-109) and file an annual report (§ 48-249-1017). Tennessee charges LLC filing and annual-report fees per member ($50 per member, subject to a minimum and a maximum) — confirm the current per-member rate, floor, and cap on sos.tn.gov.
Find local help
Connect with a local attorney
Tell us about your situation and we'll match you with a local California attorney who handles matters like yours. Free, no obligation.
Start your free intake