Tennessee Articles of Incorporation

What Is a Tennessee Charter?

Articles of incorporation in Tennessee are called a Tennessee charter. A Tennessee charter is the document you file with the Tennessee Secretary of State to form a corporation in Tennessee. Tennessee uses this name for what most states call articles of incorporation. It must list the corporation's name, authorized shares, registered and principal offices, registered agent, incorporators, and a for-profit statement. (Tenn. Code Ann. § 48-12-102)

These public records outline the basic facts about your corporation, which often include:

• Corporate name
• Principal office address
• Registered agent information
• Initial directors, where the state requires them
• Stock information

When to Use a Tennessee Charter

A Tennessee charter, or articles of incorporation, is essential to establishing a corporation at the state level. Use it to do the following:

• Form a new corporation: This document officially creates your company as a distinct legal entity
• Register with the state: Filing is required to register your corporation with the Tennessee Secretary of State
• Define company structure: Your charter outlines the basic structure of your corporation
• Protect personal assets: A properly maintained corporation can help shield personal assets from business liabilities
• Plan your tax approach: Forming a corporation is the first step toward choosing C corporation or S corporation tax treatment
• Comply with state law: Tennessee sets specific requirements for forming a corporation, and your charter helps you meet them
• Prepare for future growth: Well-drafted formation documents give your business room to expand

Tennessee Charter Requirements

Tennessee sets its own rules for what your charter must include, who can sign it, and what else you must file. These are the Tennessee rules to know before you file.

What Must a Tennessee Charter Include?

Tennessee requires your charter to include the following:

• A corporate name that meets Tennessee naming rules
• The number of shares the corporation is authorized to issue
• The street address, zip code, and county of the initial registered office, and the name of the initial registered agent
• The name, address, and zip code of each incorporator
• The street address and zip code of the initial principal office
• A statement that the corporation is for profit

Tennessee does not require you to name initial directors in your charter, but you may include them.

Who Can Sign and File a Tennessee Charter?

One or more persons may act as incorporators of a Tennessee corporation. You file your charter with the Tennessee Secretary of State.

Does a Tennessee Corporation Need a Registered Agent?

Tennessee requires every corporation to keep a registered office and a registered agent whose office is at the same street address.

These requirements reflect Tennessee's corporation statutes, and some filings may call for more information.