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)
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.
Why is my name on the UCC form?
We index information in the UCC system based upon the name of the debtor.
What does the indebtedness language mean?
The required indebtedness language is “Maximum principal indebtedness for Tennessee recording tax purposes is $____________________________.” Tennessee law imposes a recording tax on any instrument evidencing indebtedness, including, but not limited to, mortgages, deeds of trust, conditional sales contracts, and financing statements.
The “indebtedness” is the principal debt or obligation which is reasonably contemplated by the parties to be included within the terms of the agreement. "Indebtedness" does not include any amount of interest, collection expense including, but not limited to, attorney's fees and expenses incurred in preserving, protecting, improving, or insuring property which serves as collateral for the indebtedness, or any other amount, other than the principal debt or obligation, for which a debtor becomes liable unless such amount is added to the principal debt or obligation, and is used to calculate additional interest pursuant to refinancing, reamortization, amendment or similar transaction or occurrence.
How do I get a copy of a filing?
Request a search by filing an Information Request (UCC11). The fee for a copy search is $15.00 for each filing plus $1.00 per page.