Incorporate in Tennessee for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Tennessee S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Tennessee, however, come down to the following:

• Ownership Rules: A C-Corp can have an unlimited number of shareholders and stock classes. An S-Corp is limited to no more than 100 shareholders and only one stock class. All shareholders in an S-Corp must be citizens or legal residents of the United States.
• Taxes: A C-Corp is taxed as its own entity. It files and pays corporate taxes on its earnings. Shareholders may also pay taxes on dividends they receive. An S-Corp is not a separate entity for tax purposes. It's a "pass-through" entity. It passes its earnings to its shareholders, who then pay taxes on their individual returns.
• Documents: When you file as a corporation, the default designation is the C-Corp. If you want your business to be an S-Corp instead, you must file IRS Form 2553, Election by a Small Business Corporation, to elect this status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Tennessee requirements:

• Your name must include "Corporation," "Incorporated," "Company," or an abbreviation of one of these terms. You may also use words with the same meaning in another language, as long as they're written in Roman characters or letters. A banking or insurance company doesn't have to use these words or abbreviations.
• Your name can't imply that your corporation is affiliated with a fraternal, religious, professional, or other similar organization, unless the organization certifies the affiliation in writing.
• Your name should not suggest that your corporation has organized for any purpose other than that which is allowed by state law or stated in your charter. For example, if you say your company sells camping supplies, don't call it "Video Game World, Inc."
• Your name must be unique enough that it avoids confusion with any other business name already in use, registered, or reserved with the Secretary of State.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Tennessee, most corporations must have at least one director. A corporation with 50 or fewer shareholders does not need directors, as long as its charter describes how the duties of a board of directors will be carried out.

Tennessee does not require that directors live in the state, and the state does not have age restrictions for corporate directors or incorporators.

Tennessee requires that every corporation must appoint a registered agent and that you state your registered agent's name and address in your Articles. This is the person or business responsible for accepting tax, legal, and business documents for your corporation. Your agent must have a physical address in Tennessee and must be available during regular business hours.

Although your corporation cannot act as its own agent, a director or officer of the corporation can. In this case, their name and address will be recorded in public records as the registered agent. A common alternative is to use a registered agent service so your personal business address can remain private and you can avoid unwanted third-party solicitations.   Rocket Lawyer can help you designate your registered agent when you register your business with us.

You must also include the following in your Articles of Incorporation or Charter in Tennessee:

• Your corporate name.
• The corporation's principal address.
• The number of shares your corporation is authorized to issue.
• The names and addresses of all your incorporators.
• A statement that your company is a for-profit corporation.

Tennessee allows you to list other optional information in your charter. This information includes:

• Your corporation's purpose.
• Limits on the powers of the corporation or its board.
• Limits on the personal liability of directors for breach of duty.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Tennessee, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $104.25.

• Fee to expedite your filing: $60.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 5 business days.

•  Expedited processing time: 3 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – taxes are one of the least exciting parts of owning a business, but you'll have to pay them for your new corporation. Before you open your doors for business, apply to the IRS for an employer identification number, or EIN. This is a federal tax ID similar to an individual's Social Security number. All businesses with employees must have one.

We have more information about the tax structures of C-Corps and S-Corps.

Tennessee requires that corporations create certain records to maintain their corporate status. The most important of these are Bylaws and Corporate Meeting Minutes.

• A corporation's Bylaws set rules and regulations for how it will operate. You can include any provisions you'd like in this document, as long as they are consistent with your Charter and the law.
• Minutes record actions and decisions taken during your board meetings and shareholders' meetings. You must keep copies of your Meeting Minutes at your office for three years.

Although Tennessee requires these documents, you don't have to file them with the state. Just keep them with your other corporate papers. We have more detailed information about Tennessee's requirements for Bylaws and Meeting Minutes.

We wish you success with your new Tennessee corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford.

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Tennessee or domestic corporations that also operate in Tennessee. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.