Step 1) Verify & Secure Brand Name
To secure and register your brand name should be unique, not too similar to another registered name in Tennessee, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the state and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.
The name you choose also must contain the word/abbreviation “Corporation”, “Incorporated”, “Company”, “Corp.”, “Inc.” or “Co.” If needed, you may file an Application for Reservation of Corp. Name with the Sec. of State that’s valid for 120 days.
Filing Fee: $20
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use GoDaddy to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
When founding your corporation, your Registered Agent is your intermediary or a representative of your brand who accepts and helps handle/process all official documents like state filings, tax forms, legal notices, and so forth.
Typically it comes down to either hiring a 3rd-party professional and paying up to $160/yr, or you can get a certified agent free of charge when you incorporate with Incfile or CorpNet. They take care of handling the paperwork in a timely manner for you along with a lot more depending on your specific startup package.
Step 3) File The Corporate Charter
With your registered agent, once you and your board decide it's time, file a Charter (For-Profit corporation) with the Sec. of State to become an officially recognized corporate entity. It essentially declares the basics of your brand to the state and for the public recording including:
- Name and address of your business,
- Authorized number of shares, the value of each, and any transfer restrictions,
- Complete names and addresses of the president, directors, secretary, treasurer, etc.
- Type of business structure you’ve selected, and so forth.
Filing fee: $100
Step 4) Get A Corporate Records Book
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. It’s the ultimate company binder! They’re very common and while not necessary, having one is highly recommended for all serious business entities.
Step 5) Elect Director, Meet, Discuss Bylaws
Appoint at least 1 initial Director who among other things will oversee the Tennessee corporation until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:
Step 6) Setup A Corporate Bank Account
It’s absolutely essential that your corporation’s financials are separate and housed in their own unique business bank accounts. No accounts of any other kind should be mixed in. And there should be strict control over them and access granted through your CFO,
The next part of this step is taking the time to make sure you’ve chosen the right local, state, or national bank or credit union based on a number of variables including location, overall business services, fee structures, incentives, and so forth. Don’t take this decision lightly. It’s far too important and will have an impact on your company.
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Step 7) Handle Taxation & Licensing/Permits
As a corporation in Tennessee, there are also tax & licensing/permit requirements to handle before you can operate legally, how much depends on a number of variables. Ideally you’ve got an attorney or are working with an incorporation service, either way, consider the moves below:
- Obtain an EIN, or Employer Identification Number, for your corporation for free through the IRS.
- Bookmark the Nashville Small Business Admin office and the state’s Business Enterprise Resources.
- To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
- Also, consider working with a business license research service that take cares of the legwork for you.