How do I form a corporation?

How do I form a corporation?
Are you thinking about forming a corporation in Tennessee?

There are many questions to be answered before you make a decision to form a corporation. Some of these questions are: What are the tax consequences of incorporation? Are you willing to follow the legal requirements which are imposed upon corporations, such as electing officers and directors, drafting and adopting bylaws, issuing stock, setting annual meeting dates, preparing minutes, and other items of importance? Would your needs be better met by a sole proprietorship, a general partnership or a limited partnership, by a joint venture, by an association, or by a non-profit organization, instead of by a corporation? It is best to consult your accountant and legal advisor before you decide whether or not to form a corporation.

If you do decide to form a corporation, it is important that the name of your new corporation is not too similar to the name of an existing corporation. To prevent your application from being rejected due to a name conflict, you may call the Secretary of State's "name availability" section in Nashville, at 615-741-0537, and informally clear the name you plan to use. You may then formally reserve for a 4-month period the name you want to use, in writing, for a $20.00 fee.

A corporation is legally born when you file a document called the "charter" with the office of the Secretary of State.

You may obtain a sample charter by writing to or calling 615-741-2286, the Secretary of State, Corporation Division, 18th Floor, James K. Polk Building, Nashville, Tennessee 37219.

When you file the charter, you provide several items of information, including: (1) the name and street address of your corporation; (2) the name of the person or persons who are forming the corporation; (3) the total number of shares of stock which your corporation is authorized to issue; (4) the name and street address of the person in Tennessee on whom legal papers will be served if the corporation ever gets sued (the registered agent and registered office of the corporation); and (5) a statement that the corporation is for profit.

The fee for filing these papers is $100. The completed charter may be mailed to the Secretary of State, Corporation Division, 18th Floor, James K. Polk Building, Nashville, Tennessee 37219. After the Secretary of State returns the charter to you, it must be filed in the county where the principal office of the corporation is located, and a fee of $5 must be paid to the County Register to have this done.

You should consult an attorney to be sure that when your corporation issues stock, The Tennessee Securities Law is complied with.

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The information available through TBALink LawBytes is basic legal information and is not a substitute for legal advice. LawBytes is provided by the Tennessee Bar Association as a public service and for general information only. It should not be considered legal advice. You should consult your attorney if you have questions concerning any specific situation. If you do not have an attorney, may we suggest that you contact your local bar association's referral service. The topics covered through TBALink LawBytes will provide basic information and should make it easier for someone with a problem to decide whether they need professional help from a lawyer or if another agency could provide them with assistance.

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