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What types of business entities file documents with the Division of Business Services?
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.
How Do I decide on the business structure for my Company?
Often the tax treatment of a business will be the determining factor in your choice of a type of business entity. For information on types of business entities and tax treatment consult the IRS.
Why does my business entity show up as inactive?
A business entity that has failed to file its annual report on a timely basis may be administratively dissolved and placed in inactive status. The filing history of every business is shown in the Business Information Search. Click on “filing history” for details on your business.
What are the most common reasons for rejection of a filing?
What are the most common reasons for rejection of an Annual Report?
How Do I Change My Business Address?
You can change the mailing address for a business via e-mail, regular mail, or in person. A change in Registered Agent or principal address requires filing Articles of Amendment and paying the statutory filing fee.
Do You Have To Use An Attorney To Incorporate?
The statutes do not require the use of an attorney to incorporate; however, enlisting the services of a professional may be advisable.
What Is A Charter?
The charter is the document filed to become incorporated. It is composed of the articles of incorporation that set forth certain minimum information about the corporation that is required by law.
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 articles of incorporation are filed, the incorporator’s function is complete.
What Is An Assumed Name?
An assumed name, also known as a DBA (doing business as) or fictitious name, is a name other than the true corporate name under which the corporation conducts business.
What are Franchise and Excise Taxes?
Franchise and excise taxes are privilege taxes imposed on each corporation, limited partnership, limited liability company and business trust chartered/organized in Tennessee or doing business in this state. These taxes are paid to the Tennessee Department of Revenue. For tax delinquencies: http://www.tn.gov/revenue/tntaxes/fae.htm
When do I need a certificate of tax clearance from the Department of Revenue?
Failure to pay your franchise or excise tax will prevent you from receiving tax clearance which is needed to dissolve or terminate a corporate business.
What is Administrative Revocation?
Administrative revocation occurs when a corporation’s charter is administratively dissolved by the Division of Business Services for any of the following reasons:
The Division of Business Services administratively dissolves the corporation by issuing a Certificate of Dissolution. The certificate shows the reason(s) for dissolution and its effective date. An administratively dissolved corporation continues its corporate existence but may not carry on any business except that which is necessary to liquidate its business, close operations, and notify claimants. The administrative dissolution of a corporation does not terminate the authority of its registered agent.
What Is A Registered Agent?
A corporation transacting business in Tennessee is required to have a person or legal entity located in this State designated to receive documents on its behalf, and this function is served by the registered agent. The registered agent’s name and street address in Tennessee must be on file with the Division of Business Services at all times.
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.
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 Are Authorized Shares?
Authorized shares are the number of shares that the charter allows the corporation to issue. If there is more than one class of shares, there must be a prescribed number for each class and the limitations of each class must be specified.
What Is The Difference Between Issued And Authorized Shares?
Authorized shares are the total number of shares that the board of directors may issue. Issued shares are the shares that have been distributed to shareholder(s).
How Many Shares Of Stock And Stockholders Are Required?
One share of stock and one shareholder are the minimum requirements. There is no limit on the maximum number of shares or shareholders.
What Is An “S” Corporation?
The Federal Internal Revenue Service (IRS) makes the determination as to how a corporation will be taxed. Many small, tightly held corporations want the tax advantages of a partnership but want the liability protection of a corporation. A corporation may apply for “S” status under subchapter “S” of the IRS code, resulting in the corporation’s profits and losses being passed to the corporation’s shareholders as individuals.
What Is A Certificate Of Existence?
The Certificate of Existence, in some jurisdictions called the Certificate of Incorporation or the Certificate of Good Standing, is a document issued by the state or country of incorporation that certifies that a corporation is active and has met the filing requirements for that jurisdiction.
What Is An Annual Meeting?
Each corporation in accordance with its bylaws must hold an annual meeting of its shareholders. The time of the meeting may be stated in or fixed in accordance with the bylaws. The meetings are intended for the corporate directors and officers to inform the shareholders of the status of their investment.
What Is The Fewest Number Of People Needed To Incorporate?
It takes only one person to act as the incorporator when a corporation is formed.
However, each domestic corporation is required to have a president and a secretary; these required positions must be held by different individuals unless the corporation has only one shareholder and that one shareholder holds these offices. Every other position, such as director, may be held by one person.
Does A Corporation Need A Certain Amount Of Capital To Incorporate?
Tennessee does not set a minimum amount of capital to incorporate.
Do I Have To Be Incorporated To Open A Business Bank Account?
A person can conduct business as a sole proprietorship or a partnership without being incorporated, and can have bank accounts in the unincorporated business name.
Does The Corporation Have To Be Recorded Anywhere Else?
Once the charter has been filed with the Division of Business Services, the charter has to be filed with the Register of Deeds in the county in which the corporation has its principal office. Charter amendments, restated charters and certain other documents must also be filed with the Register of Deeds. Articles of merger or share exchange must be filed with the Register of Deeds in the county in which the new or surviving corporation has its principal office.
What is necessary for a foreign or out of state business to do business in Tennessee?
A foreign corporation may apply for a certificate of authority to transact business in Tennessee by filing an application with the Division of Business Services. The application requires:
The application must be accompanied by an original Certificate of Existence (often referred to as a Certificate of Good Standing) duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country of incorporation. This certificate may not be more than two months old when received by the Division of Business Services.
Additional requirements for professional corporations. The application of a foreign professional corporation for a certificate of authority to render professional services in this State must also state its purpose to render a specified professional service, and include a statement that all of its shareholders, not less than ½ of its directors, and all of its officers other than its secretary and any assistant secretary and treasurer (if any) and any assistant treasurer, are qualified persons with respect to the corporation. Prior to rendering professional services in this State, a certified copy of the foreign corporation’s charter may have to be filed with appropriate licensing authorities. See TCA §48-101-628.
What is transacting business in Tennessee?
NOTE: In performing its ministerial filing duties, the Division of Business Services does not resolve or determine whether specific activities constitute “transacting business” under the Tennessee Business Corporation Act.