The Public Records Commission was created by statute to determine and order the proper disposition of state records. The PRC meets at least twice annually to receive an update report from the Records Management Division and discuss any records projects or outdated policies and procedures. These meetings are open to the public. See TCA §§10-7-301 through 10-7-306.
Members include:
Secretary of State
Comptroller of the Treasury
State Treasurer
Director of Legal Services
Commissioner of General Services
Attorney General
Executive Director of Historical Society
Chief Justice of Tennessee Supreme Court
How do I decide on the business structure for my Company?
What types of business entities file documents with the Secretary of State?
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.
What is the fewest number of people needed to incorporate?
One (1)
Who issues Apostilles and Authentications?
The Tennessee Department of State, Business Services Division, issues an Apostille or an Authentication under the authority of the Tennessee Secretary of State with respect to documents executed, issued or certified by Tennessee County Clerks, the Tennessee State Registrar, and the Tennessee Secretary of State.
If a document needs an Authentication, the United States Department of State must also certify the Tennessee Secretary of State’s signature on the Authentication. This step is not necessary for an Apostille.
What is an Apostille or an Authentication?
An Apostille or an Authentication certifies the authenticity of the signature, seal and position of the official who has executed, issued or certified a copy of a public document. An Apostille or an Authentication enables a public document issued in one country to be recognized as valid in another country. While they accomplish the same objective, there are differences between Apostilles and Authentications.
An Apostille is a certification form set out in The Hague Convention abolishing the requirement of legalization for foreign public documents (1961).
An Apostille may be obtained to transmit public documents executed in one signatory country to another signatory country in which the documents need to be produced. The Hague Convention defines a “public document” as:
Those originating in a court, clerk of a court, public prosecutor or process server;
Administrative documents;
Notarial acts; and
Official certificates are placed on documents.
An Authentication may be obtained to transmit public documents to countries that have not subscribed to The Hague Convention.
What is an Incorporator?
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.
What are the most common reasons for rejection of an Annual Report?
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.
Does the corporation have to be recorded anywhere else?
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.
What are bylaws?
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.
What Is the Board of Directors?
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.
How many shares of stock are required when filing a charter?
The minimum is one. There is no limit on the maximum number of shares authorized.,
What are authorized shares?
Authorized shares are the number of shares of stock that the charter allows the corporation to issues.
What documents are accepted for Apostille or Authentication?