--- title: "Tennessee Corporate Bylaws: What to Include & How They Work 2026 | LLC Attorney" description: "How corporate bylaws work for a Tennessee corporation in 2026: what the Tennessee Business Corporation Act requires by default, what to include, and how bylaws differ from your Charter." canonical: https://llcattorney.com/states/tn/corporation-bylaws-tennessee image: https://llcattorney.com/images/share-cover.png source_path: /states/tn/corporation-bylaws-tennessee --- Key Takeaways - Bylaws are never filed with the Tennessee Secretary of State — they're an internal governance document you keep with your corporate records - Tennessee allows a board of just one director regardless of how many shareholders the corporation has — there's no multi-director minimum tied to shareholder count. Tennessee follows the standard 'one or more individuals' rule found in most modern corporate codes. - Required officer positions: no specific officer titles at all — Tenn. Code Ann. §48-18-401 lets the bylaws or board designate whichever officers the corporation needs, with only one requirement: some officer must be delegated responsibility for authenticating the corporation's minutes and records - Absent a contrary bylaw provision, Tennessee's default quorum for shareholder meetings is a majority of the votes entitled to be cast (§48-17-206), and for board meetings it's a majority of the fixed or prescribed number of directors, which your bylaws may lower to no less than one-third (§48-18-205). - Under Tennessee law (§48-20-201), both the board of directors and the shareholders may amend bylaws — shareholders retain concurrent amendment power even where the board also has it, and shareholders can restrict the board's power to amend a specific provision going forward. Your bylaws' own amendment clause should state clearly how this concurrent power works for your corporation. - Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees Tennessee's Business Corporation Act is a genuinely flexible, modern statute for small corporations — a single person can be the sole director, sole shareholder, and hold every officer title at once, and Tennessee actually repealed its older restriction that once barred one person from holding both the president and secretary titles simultaneously. That flexibility means your bylaws do the real work of setting rules the statute leaves open, like quorum thresholds, meeting notice, and how the board's and shareholders' concurrent bylaws-amendment powers interact. This guide covers exactly what to include in a Tennessee corporation's bylaws in 2026 — the difference between bylaws and your Charter, Tennessee's default rules for directors, officers, meetings, and voting, and the one thing generic multi-state templates often get wrong here: cumulative voting isn't automatic, and outdated officer-title restrictions no longer apply. 1Minimum directors required 0Officer titles mandated by statute MajorityDefault quorum, board & shareholders NoCumulative voting unless charter opts in ## What Are Tennessee Corporate Bylaws? Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Tennessee Secretary of State — they're an internal governance document you adopt and keep with your corporate records. Tennessee law (Tenn. Code Ann. §48-12-106) requires the incorporators or initial board to adopt bylaws, but nothing in Title 48 requires filing them with the Secretary of State — they stay in your corporate records, not on the public record the way your Charter does. ## Bylaws vs. Articles of Incorporation in Tennessee Your Articles of Incorporation are a short public document filed with the Tennessee Secretary of State under the Tennessee Business Corporation Act (Tenn. Code Ann. Title 48, Chapters 11-27) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs. Amending your Charter requires a formal filing with the Tennessee Secretary of State and, in most cases, shareholder approval — amending bylaws requires neither a state filing nor (usually) exclusive shareholder approval, since Tennessee gives both the board and shareholders concurrent power to amend bylaws. ## Board of Directors: Tennessee's Default Rules Tennessee allows a board of just one director regardless of how many shareholders the corporation has — there's no multi-director minimum tied to shareholder count. Tennessee follows the standard 'one or more individuals' rule found in most modern corporate codes. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Tennessee doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one. If a board seat becomes vacant and your bylaws don't specify a filling procedure, Tennessee law defaults to the shareholders or a majority of the remaining directors (even if fewer than a quorum) being able to fill it, unless the charter provides otherwise. Yes — Tennessee explicitly allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously. Notably, Tennessee actually amended its officer statute (Tenn. Code Ann. §48-18-401) to remove an older rule that barred the same person from holding both the president and secretary titles at once — that carve-out is gone, so full consolidation is unambiguously allowed today. ## Required Officer Positions in Tennessee no specific officer titles at all — Tenn. Code Ann. §48-18-401 lets the bylaws or board designate whichever officers the corporation needs, with only one requirement: some officer must be delegated responsibility for authenticating the corporation's minutes and records Tennessee places no restriction on one person holding multiple officer titles simultaneously — the pre-2010 rule that barred combining the president and secretary titles in one person has been repealed, so a sole owner can now be president, secretary, and treasurer all at once. ## Meeting, Notice, and Quorum Defaults Tennessee requires an annual shareholder meeting (§48-17-101) to elect directors and handle other business, unless directors are instead elected by written consent under §48-17-104 — failure to hold a meeting on the exact date doesn't dissolve the corporation, it just creates a right for a shareholder to petition a court to order one. Absent a contrary bylaw provision, Tennessee's default quorum for shareholder meetings is a majority of the votes entitled to be cast (§48-17-206), and for board meetings it's a majority of the fixed or prescribed number of directors, which your bylaws may lower to no less than one-third (§48-18-205). Tennessee follows the standard 10-to-60-day notice window for shareholder meetings, and board meeting notice is largely left to the bylaws — regular board meetings can be held without notice if the bylaws say so, while special meetings typically require shorter advance notice unless the bylaws provide otherwise. Tennessee permits shareholders to act by unanimous written consent in lieu of a meeting (§48-17-104), and directors may likewise act by unanimous written consent (§48-18-202) — a genuinely useful mechanism for small corporations that don't want to convene a meeting for routine decisions, and your bylaws should explicitly authorize it. ## Voting Procedures Your Bylaws Should Address Tennessee's default voting standard is a plurality of votes cast for director elections, and a majority of votes cast for other shareholder matters, unless your bylaws or the charter require a higher (supermajority) threshold for specific actions. Tennessee does NOT provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the charter specifically opts into it (§48-17-209), and even then a shareholder generally must give conspicuous notice or 48-hour advance notice before actually invoking cumulative voting at a given meeting. If you want cumulative voting, it needs to be in the charter, not just the bylaws. Tennessee shareholders may vote by proxy, and your bylaws should specify how proxies are appointed and revoked, along with any expiration period for proxy authority if you want one shorter than Tennessee's default rules. ## Stock and Shareholder Provisions Tennessee permits both certificated and uncertificated shares (§48-16-206/207) with identical shareholder rights either way — most small corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses. Absent a contrary bylaw provision, Tennessee's default record date for determining which shareholders may vote at a meeting follows the standard statutory lookback window — most bylaws set this explicitly to avoid ambiguity rather than relying on the statutory default. Tennessee permits reasonable restrictions on share transfer — such as rights of first refusal among existing shareholders — but they're only enforceable against a shareholder who had notice of the restriction (a conspicuous notation on the certificate, or actual knowledge for uncertificated shares), so any transfer restrictions belong in both the bylaws and a legend on the actual stock certificates. ## Indemnification of Directors and Officers Tennessee's indemnification framework combines a permissive authority (§48-18-502) with a mandatory element: a director or officer who is wholly successful on the merits or otherwise in defense of a proceeding must be indemnified for reasonable expenses. Beyond that mandatory floor, your bylaws typically expand the permissive right to make indemnification mandatory to the fullest extent Tennessee law allows, which is the standard approach most Tennessee corporations take. Tennessee authorizes a corporation to purchase directors' and officers' liability insurance, and your bylaws' indemnification section and any D&O policy should be reviewed together so the two don't leave a coverage gap. ## How to Draft Bylaws for Your Tennessee Corporation ### If You Do It Yourself **Step 1 — Confirm your Articles of Incorporation are filed first.** Bylaws govern a corporation that already legally exists — file your Articles with the Tennessee Secretary of State before drafting bylaws around them. **Step 2 — Set your board of directors structure.** Tennessee allows a board of just one director regardless of how many shareholders the corporation has — there's no multi-director minimum tied to shareholder count. Tennessee follows the standard 'one or more individuals' rule found in most modern corporate codes. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Tennessee doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one. **Step 3 — Name your required officer positions.** no specific officer titles at all — Tenn. Code Ann. §48-18-401 lets the bylaws or board designate whichever officers the corporation needs, with only one requirement: some officer must be delegated responsibility for authenticating the corporation's minutes and records Tennessee places no restriction on one person holding multiple officer titles simultaneously — the pre-2010 rule that barred combining the president and secretary titles in one person has been repealed, so a sole owner can now be president, secretary, and treasurer all at once. **Step 4 — Set meeting, notice, and quorum rules.** Absent a contrary bylaw provision, Tennessee's default quorum for shareholder meetings is a majority of the votes entitled to be cast (§48-17-206), and for board meetings it's a majority of the fixed or prescribed number of directors, which your bylaws may lower to no less than one-third (§48-18-205). Tennessee follows the standard 10-to-60-day notice window for shareholder meetings, and board meeting notice is largely left to the bylaws — regular board meetings can be held without notice if the bylaws say so, while special meetings typically require shorter advance notice unless the bylaws provide otherwise. **Step 5 — Address voting procedures.** Tennessee's default voting standard is a plurality of votes cast for director elections, and a majority of votes cast for other shareholder matters, unless your bylaws or the charter require a higher (supermajority) threshold for specific actions. Tennessee does NOT provide cumulative voting for directors by default — shareholders only get cumulative voting rights if the charter specifically opts into it (§48-17-209), and even then a shareholder generally must give conspicuous notice or 48-hour advance notice before actually invoking cumulative voting at a given meeting. If you want cumulative voting, it needs to be in the charter, not just the bylaws. **Step 6 — Cover stock and shareholder mechanics.** Tennessee permits both certificated and uncertificated shares (§48-16-206/207) with identical shareholder rights either way — most small corporations still issue paper certificates for simplicity, but your bylaws should state which approach the corporation uses. **Step 7 — Include an indemnification provision.** Tennessee's indemnification framework combines a permissive authority (§48-18-502) with a mandatory element: a director or officer who is wholly successful on the merits or otherwise in defense of a proceeding must be indemnified for reasonable expenses. Beyond that mandatory floor, your bylaws typically expand the permissive right to make indemnification mandatory to the fullest extent Tennessee law allows, which is the standard approach most Tennessee corporations take. **Step 8 — Write your amendment procedure.** Under Tennessee law (§48-20-201), both the board of directors and the shareholders may amend bylaws — shareholders retain concurrent amendment power even where the board also has it, and shareholders can restrict the board's power to amend a specific provision going forward. Your bylaws' own amendment clause should state clearly how this concurrent power works for your corporation. **Step 9 — Adopt the bylaws at your organizational meeting.** Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested. **Step 10 — Watch for Tennessee-specific bylaws traps.** The most common Tennessee-specific mistake is relying on outdated guidance that still cites the old rule barring one person from holding both the president and secretary titles — that restriction was repealed, and Tennessee bylaws templates built on old sources sometimes still include it as a limitation that no longer exists. The other common miss is assuming cumulative voting is automatic — it isn't, and it needs to be in the charter, not the bylaws. Ready to Launch Your Business in Tennessee?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure. 2. LLC Attorney drafts bylaws tailored to Tennessee's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification. 3. Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows. ## When Should You Talk to an Attorney About Your Tennessee Corporation's Bylaws? Talk to an attorney before finalizing your Tennessee corporation's bylaws if you have multiple shareholders with unequal ownership stakes and want customized voting or transfer-restriction provisions, if you're setting up a classified (staggered) board and want to make sure the mechanics are properly drafted, or if you want cumulative voting rights and need the corresponding charter language drafted correctly alongside the bylaws. ## What You Actually Get With LLC Attorney's Tennessee Bylaws Drafting Generic bylaws templates often carry forward Tennessee rules that are no longer current law — the repealed president/secretary restriction being the most common miss — or assume cumulative voting is automatic when it isn't. LLC Attorney drafts bylaws that reflect what Tennessee's Business Corporation Act actually says today, not an outdated template. - Bylaws drafted specifically for Tennessee's corporate code, starting at $49. - Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template. - Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions. Tennessee's corporate law gives you real flexibility, but only if your bylaws are drafted to use it correctly — LLC Attorney makes sure your governance documents match current Tennessee law from day one. ## Need Bylaws for Your Tennessee Corporation? LLC Attorney drafts corporate bylaws tailored to your Tennessee corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Tennessee?Follow our fast, easy process to get started right now.[Start My Tennessee Corporation](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### Does Tennessee require corporations to file bylaws with the state? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. Bylaws are an internal governance document under Tenn. Code Ann. §48-12-106 — they're never filed with the Tennessee Secretary of State or any other state agency. They stay with your corporate records rather than becoming part of the public record the way your Charter does. ### What's the difference between bylaws and Articles of Incorporation in Tennessee? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Your Charter is a short public document filed with the Tennessee Secretary of State that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, longer document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere. ### What officer positions do Tennessee bylaws need to address? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Tennessee doesn't mandate any specific officer titles by statute — §48-18-401 leaves that entirely to your bylaws or a board resolution, requiring only that one officer be responsible for the corporation's minutes and records. Tennessee also repealed its old rule against combining the president and secretary titles in one person, so a sole owner can now hold every office at once. ### Can I amend my Tennessee corporation's bylaws later? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Under Tennessee law, both the board of directors and the shareholders have concurrent power to amend bylaws — the shareholders can restrict the board's ability to amend a specific provision if they choose. Your bylaws should include their own amendment procedure so it's clear from the start. ### What's the default quorum for board and shareholder meetings in Tennessee? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Absent a contrary bylaw provision, Tennessee's default quorum is a majority — a majority of votes entitled to be cast for shareholder meetings, and a majority of the fixed or prescribed board for director meetings (which bylaws may lower to no less than one-third). Your bylaws can also raise this threshold. ### Does Tennessee require corporations to indemnify their directors and officers? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Tennessee's indemnification framework is permissive overall but includes a mandatory piece: a director or officer wholly successful on the merits in defense of a proceeding must be indemnified. Most Tennessee corporate bylaws expand on this to make indemnification mandatory to the fullest extent state law allows. ### Can one person be the sole director, officer, and shareholder of a Tennessee corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Tennessee explicitly allows one person to be the sole shareholder, sole director, and hold every corporate officer title simultaneously — and since Tennessee repealed its old president/secretary combination restriction, there's no longer any statutory obstacle to full consolidation. ### Does Tennessee offer a simplified close corporation structure? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No — Tennessee's Business Corporation Act doesn't contain a distinct statutory close-corporation election the way Vermont, Wisconsin, or Texas do. Closely-held Tennessee corporations instead rely on shareholder agreements and the general flexibility already built into the statute (like allowing a single director/shareholder) to keep governance simple. ### Does LLC Attorney draft bylaws for corporations? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney drafts corporate bylaws tailored to your Tennessee corporation as part of formation, starting at $49. ## Related Tennessee Resources - [Tennessee Corporation Formation](/states/tn/corporation-formation-tennessee) - [Tennessee Registered Agent](/states/tn/registered-agent-tennessee) - [Tennessee LLC Taxes](/states/tn/llc-taxes-tennessee)