People also ask
If you are unsure as to what type of business (i.e. Corporation, Limited Liability Company, Partnership, etc.), you may need to contact an attorney or tax professional, as this office is unable to assist in that determination. For information on types of business entities and tax, treatments consult the IRS, Tennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.
A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state. Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper. All paper forms can be found on our Business Forms and Fee page.
We recommend filing a Notice of Rulemaking Hearing 52 days prior to the hearing.
The T.C.A. requires a notice to be posted 45 days prior to a hearing. In addition to the 45 days, our office is allotted 7 days to process your agency’s notice prior to posting it online.
Feel free to reference our Rulemaking Guidelines. You can also email the Publications Division at publications.information@tn.gov.
There are a lot of moving parts when it comes to filing notices and rules and we are here to help answer your questions! Our Rulemaking Guidelines packet can be a helpful resource to obtain general information about the filing process.
If you have any additional questions, you can email the Publications Division at publications.information@tn.gov
- Corporations*
- Limited Liability Companies (LLC’s)*
- Limited Partnerships (LP’s)*
- Limited Liability Partnerships (LLP’s)*
- General Partnerships+
*All of the above business entities file formation documents.
+Filings by general partnerships are not for the purpose of forming or maintaining a general partnership in Tennessee. Document filing is for the purpose of providing public notice of basic information about a general partnership, such as the agency authority of its partners, and such filings are optional and voluntary.
While the Secretary of State’s office is responsible for receiving and posting agency rules and regulations, we are not qualified to answer questions pertaining to rule content.
You can visit the Effective Rules table here. General contact information can be found at the bottom of each Authority’s rules page.
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After bills are passed by the General Assembly, they are signed by both Speakers and the Governor. Our office is tasked with chaptering and posting these online.
Once a bill is received by our office, it may take a day or so to get it posted online. Acts and resolutions from the most recent General Assembly, as well as previous sessions, can be found here.
You can view the status of a bill by visiting the General Assembly’s website here.
Once receiving a private act from the General Assembly, our office will mail a certified copy to the local governing body the act applies to. This will also include instructions on how to notify the Secretary of State of the outcome once voted on by the local government.
Private Acts can also be found on our Acts and Resolutions homepage.
The incorporator is the person that files the charter of the corporation. The incorporator must be of legal age to enter into contracts. Once the charter has been filed, the incorporator’s function is complete.
- The correct fee is not paid. The annual report fee for a corporation is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
- An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
- The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
- The annual report is not signed and/or dated.
- The annual report is not typed or filled out in ink.
Yes, if the principal address is in Tennessee, the filed document must be recorded in the Registered of Deeds in the county where the principal office is located.
Bylaws are the code or rules by which the corporation is run, and explain the conditions and limitations that the corporation must follow in conducting its business.
The board of directors is a group of people who direct and oversee the business activities of the corporation. The board hires officers to conduct the day-to-day operation of the corporation. In the case of small, tightly held corporations, the board of directors and the officers may serve in both capacities.
The minimum is one. There is no limit on the maximum number of shares authorized.,
Authorized shares are the number of shares of stock that the charter allows the corporation to issues.