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.

Contact information for APD is provided here

Cases are opened with the Administrative Procedures Division (APD) by the state or local government agency for whom APD is hearing the case.  An individual or business who wants to appeal a government agency’s ruling will file an appeal with that agency.  The agency then refers that appeal to APD.  Individuals do not open cases directly with APD.

• For example, if a property owner wants to appeal their county property tax, the owner will file an appeal with the respective county’s board of equalization.  If the property owner wants to appeal further, beyond the county, then the property owner will file an appeal with the State Board of Equalization.  It is the State Board of Equalization that then refers the appeal and opens a case with APD.
• For another example, if someone is denied coverage of a medical service by TennCare and wants to appeal that denial, that individual will appeal to TennCare.  TennCare will then refer the appeal and open a case with APD.
• There are two exceptions to this process:  1) an individual property owner and a municipality disagree as to whether the property has been annexed by the municipality (TCA 8-3-102).  For these cases, the property owner or the municipality may file a complaint against the opposing party with the secretary of state.  2) a public official challenges a fraudulent lien against his or her property (TCA 47-9-513).  For these cases, the office where the lien is being filed forwards the challenge to APD.  

Generally, APD gets its authority from the Tennessee General Assembly through the laws they adopt, specifically the Uniform Administrative Procedures Act (UAPA) (Tenn. Code Ann. § 4-5-101, et seq.)  In addition, many Tennessee statutes require state agencies to comply with the UAPA in conducting certain types of cases.  For example, the TEAM Act requires that certain state employee disciplinary cases be conducted in accordance with the UAPA (Tenn. Code Ann. §8-30-318) and the Department of Safety and Homeland Security must conduct procedures about property that might be forfeited to the State under the provisions of the UAPA (Tenn. Code Ann. §8-30-318).  APD also contracts with local governments to conduct employee disciplinary proceedings and with colleges and universities to hold hearings required by Title IX. 

If you want to appeal the decision made in your case, then you should follow the instructions given here and as attached to your order.

If you are concerned about the ethics, demeanor, or conduct of APD employees, including APD support staff or ALJs, then please send your complaint in writing to the Director of APD.

• 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.

APD is a division of the Tennessee Secretary of State’s office, which is within the Legislative Branch of Tennessee state government. APD employs a central panel of judges who are independent of the Executive Branch and the agencies whose cases are heard before them.  This independence ensures that an extra layer of due process protection is afforded to all parties involved in each case.

APD is partially funded through the Secretary of State’s budget as allocated by the Tennessee General Assembly. In addition, APD charges government agencies $200 to open a case and $100 per hour, after the first two hours, for a judge’s time spent on an individual case. Each government agency and type of case may have specific rules that determine if and how that government agency may recoup some of the costs of a case from the other party.

One (1)

If you are a party in the case, please email apd.filings@tnsos.gov with your request. If you are not a party in the case, then you can submit a public records request.

APD considers cases from most state agencies, various city and county governmental agencies, and state universities resulting in over 430 different types of cases.  On average over 8,100 cases are referred to APD each year.  The majority of these cases involve property tax appeals, TennCare appeals, and appeals from the seizure of an individual’s assets.

For some questions you may have regarding your case, you may be instructed that your question is better directed to the government agency that is the opposing party in your case rather than to APD. You should direct those questions to the opposing attorney who represents the government agency or contact the government agency using the contact information contained in your Notice of Hearing or Notice of Hearing and Charges.

One example may be a question regarding how you are to pay the cost for your case. APD charges each government agency based upon the hours spent on each case. Each government agency has different rules and policies on if they can then in turn charge the petitioner. If you have been billed for your case, you would have been billed by the government agency involved in your case, not by APD. Questions regarding those charges should, therefore, be addressed to the government agency involved in your case.  

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.

1. 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.
2. 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.
3. 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.
4. The annual report is not signed and/or dated.
5. 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.