How to Form a Corporation in Tennessee: The Charter & Annual Report

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.

This is general information, not legal advice. A Tennessee attorney can help you incorporate correctly.

A corporation is a more formal structure than an LLC. In Tennessee, the document that creates it has a distinctive name.

It’s called a charter

In most states the incorporation document is the “articles of incorporation.” In Tennessee, you deliver a charter to the Secretary of State under the Tennessee Business Corporation Act (T.C.A. § 48-12-101, § 48-12-102). The charter names the corporation, the incorporators, the principal office, and the registered agent.

The annual report

After incorporating, the corporation files an annual report (T.C.A. § 48-26-203) to stay in good standing. Calendar the deadline so you don’t lapse.

”S corporation” is a federal label

An S corporation is a federal tax election made with the IRS — not a Tennessee entity type. Electing S-corp status doesn’t change your state-law form or your franchise & excise tax obligations. You still form (and maintain) a Tennessee corporation the same way.

Fees

State filing fees apply to deliver the charter and file the annual report. These amounts change, so confirm the current fees on the Tennessee Secretary of State site (sos.tn.gov) before you file.

Next steps

Weighing a corporation against an LLC? See choosing a business entity and how to form an LLC, or visit the business law hub. For help incorporating, connect with a lawyer.

Frequently asked questions

What is the incorporation document called in Tennessee?

In Tennessee it's called the charter (not articles of incorporation). You deliver the charter to the Secretary of State under the Tennessee Business Corporation Act (T.C.A. § 48-12-102).

What must the charter include?

Under the Tennessee Business Corporation Act, the charter names the corporation, the incorporators, the principal office, and the registered agent (T.C.A. § 48-12-101, § 48-12-102).

Is an S corporation a Tennessee entity type?

No. An S corporation is a federal tax election, not a Tennessee entity type. It doesn't change your state-law form or your franchise & excise tax obligations.

Related 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 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.

How to Form a Corporation in Tennessee