---
title: "How to Form a Corporation in Tennessee: Steps, Fees & Filing 2026 | LLC Attorney"
description: "A Tennessee corporation files a $100 Charter, needs just 1 director, and owes franchise and excise tax plus a $20 annual report. Read the full state guide here."
canonical: https://llcattorney.com/states/tn/corporation-formation-tennessee
image: https://llcattorney.com/images/share-cover.png
source_path: /states/tn/corporation-formation-tennessee
---

Key Takeaways

-   $100 Charter filing fee (SS-4417) paid to the Tennessee Secretary of State, Business Services Division
-   Minimum 1 director required (T.C.A. § 48-18-103)
-   Annual Report (SS-4444 (online at sos.tn.gov)) due within by the first day of the fourth month after the close of the corporation's fiscal year (April 1 for calendar-year corporations), $20 fee; no flat late fee, but administrative dissolution after roughly two months of delinquency late penalty
-   $100 minimum franchise tax (0.25% of net worth) plus 6.5% excise tax on net earnings, both on Form FAE 170 — Tennessee corporations always owe at least the $100 franchise minimum, even at a loss
-   Registered Agent with a physical Tennessee street address required
-   No publication requirement
-   S-Corp election available via IRS Form 2553 within 75 days of formation; Tennessee taxes S-Corps and C-Corps identically at the entity level
-   Same-day filing available through LLC Attorney at no markup on state fees

Forming a corporation in Tennessee starts with filing a Charter (form SS-4417) with the Secretary of State's Business Services Division, paying a $100 fee, and naming at least 1 director. The recurring obligations are what set Tennessee apart: a low $20 annual report, paired with a mandatory franchise and excise tax that reaches every corporation regardless of profit. This guide walks through each formation step and the full cost picture for a Tennessee C-Corporation, with online filing available through LLC Attorney starting at $49.

$100Charter filing fee

1Minimum directors (T.C.A. § 48-18-103)

$100 minAnnual franchise tax (0.25% net worth)

$49LLC Attorney formation starting price

## C-Corp vs LLC in Tennessee

Most first-time business owners in Tennessee form an LLC. A Tennessee corporation earns its keep in narrower situations — chiefly when you intend to raise outside equity, grant stock options, or build a structure that an institutional buyer expects to see at exit.

### Choose a Tennessee corporation when:

-   **You plan to raise venture capital or institutional investment.** VC firms, angels, and most institutional investors require a C-Corp structure before they write a check. Preferred stock, convertible notes, SAFEs, and board governance by class are native to corporations, not LLCs.
-   **You want to issue stock options to employees (ISOs).** Corporations issue stock; LLCs issue membership interests. ISO and NSO option plans are available to corporations but not to LLCs.
-   **You expect to eventually go public or sell to a public company.** Public markets operate on corporate stock mechanics.
-   **You are in a regulated industry** where corporate structure is required or expected by licensing boards, government contracts, or institutional counterparties.

### Stick with an LLC when:

-   You are a small business with one or a few owners who will not need institutional investment.
-   Pass-through taxation without payroll complexity is the priority.
-   You do not need stock option plans or institutional investment mechanics.

### Why and when to incorporate in Delaware vs your home state

Delaware is the default for startups on a venture track. Institutional investors expect it, term sheets assume it, and the Court of Chancery resolves corporate disputes faster than any general trial court. If you are raising a priced round or structuring for QSBS eligibility, incorporate in Delaware.

If you are not raising outside capital, Tennessee is usually the better choice. A Delaware corporation operating in Tennessee still has to register as a foreign corporation there, pay Tennessee fees, and file a Delaware franchise tax return each March 1. That is duplicate overhead with no benefit for a business that will not seek institutional investment.

## What's Unique About Corporations in Tennessee?

Tennessee's defining feature for corporations is its tax structure rather than its filing mechanics. The state levies no tax on wages or salary, yet every registered corporation owes the combined franchise and excise tax — a $100 minimum franchise tax on net worth plus 6.5% excise tax on net earnings — making Tennessee unusual in pairing a worker-friendly personal tax climate with an entity-level tax that reaches even loss-making corporations. The 2024 repeal of the franchise tax's alternative property measure simplified the calculation to a single net-worth base, but it did not eliminate the tax for corporations.

Key Tennessee-specific requirements:

-   Charter (not "Articles of Organization" — that is the LLC filing document)
-   Minimum of 1 director (T.C.A. § 48-18-103); no residency or citizenship requirement
-   $100 minimum franchise tax (0.25% of net worth) plus 6.5% excise tax on net earnings, both on Form FAE 170 — Tennessee corporations always owe at least the $100 franchise minimum, even at a loss
-   Two separate calendars: a $20 Secretary of State annual report and a Department of Revenue FAE 170 franchise/excise return, each keyed to your fiscal year-end
-   Franchise and excise tax (Form FAE 170) applies to all corporations, including those that elected S-Corp status federally — Tennessee does not recognize the S election

## Selecting a Name for Your Tennessee Corporation

Your corporation's name must comply with Tennessee naming requirements:

-   Must include "Corporation," "Incorporated," "Inc.," "Corp.," or another Tennessee-approved designator (T.C.A. § 48-14-101)
-   Must be distinguishable from all existing Tennessee entities in the Tennessee business entity search
-   A Tennessee corporate name must contain Corporation, Incorporated, Company, or an abbreviation of one of those words, and cannot imply a purpose the charter does not authorize
-   Names implying government affiliation or banking activity are restricted

Search the Tennessee business entity search at sos.tn.gov before filing. Your name search is not a reservation — the name can be registered by another filer while you prepare your Charter.

**Name reservation:** file a name reservation with the Tennessee Secretary of State, Business Services Division, $20 fee, holding the name for 4 months. Recommended if your paperwork takes more than a few days to prepare.

## Directors, Officers, and Shareholders in a Tennessee Corporation

A Tennessee corporation has three distinct roles:

**Shareholders** own the corporation. They hold stock and vote on major decisions — electing directors, approving mergers, authorizing major asset sales. Shareholders do not manage day-to-day operations.

**Directors** govern the corporation through a Board of Directors. They set strategic direction, authorize major transactions, and oversee management. Tennessee's director requirements: Tennessee requires a board of at least 1 director (T.C.A. § 48-18-103). Directors do not have to be Tennessee residents, shareholders, or U.S. citizens, and the charter need not name the initial directors if the incorporator appoints them in the organizational consent. The number of directors is fixed in or in accordance with the charter or bylaws, and the board may sit within a stated variable range if the bylaws authorize one.

**Officers** (CEO, CFO, Secretary, etc.) manage day-to-day operations. Officers are appointed by the Board of Directors. Tennessee requires the officers described in its bylaws, and a single person may simultaneously hold the offices of president and secretary (T.C.A. § 48-18-401). One individual can be the sole director and hold every officer position at once, including president and secretary, which Tennessee expressly permits under T.C.A. § 48-18-401.

## Designating a Registered Agent

Every Tennessee corporation must designate a Registered Agent — a person or entity with a physical Tennessee street address who receives legal notices, lawsuits, and official state correspondence on behalf of your corporation.

Tennessee law requires every corporation to continuously maintain a registered agent and a registered office in the state (T.C.A. § 48-15-101). The registered office must be a physical Tennessee street address where the agent is available during business hours to receive service of process; a P.O. box does not satisfy the requirement. The agent may be an individual residing in Tennessee or a business entity authorized to do business in the state.

If the Tennessee Secretary of State, Business Services Division cannot deliver legal notices to your Registered Agent, Tennessee can administratively administratively dissolve your corporation. LLC Attorney's Tennessee Registered Agent service is $125/year.

## Tennessee Corporation Costs and Compliance

Fee

Amount

Notes

Charter (SS-4417)

$100

Standard processing: 1 to 2 business days for online Charter filings

Annual Report (SS-4444 (online at sos.tn.gov))

$20

no flat late fee, but administrative dissolution after roughly two months of delinquency late penalty if missed

Franchise & excise tax (FAE 170)

$100 min franchise (0.25% net worth) + 6.5% excise

Due the 15th day of the 4th month after fiscal year-end; $100 franchise minimum applies even at a loss

Name reservation

$20

Holds name for 4 months

Certificate of Amendment

$20

To change corporate name or structure

Registered Agent (professional)

$49–$300/yr

LLC Attorney service available

## How to Form a Corporation in Tennessee

### If You Do It Yourself

**Step 1 — Choose a corporate name that complies with Tennessee's requirements.**

Your corporate name must be distinguishable from all existing Tennessee entities and include an approved corporate designator ("Inc.," "Corp.," "Corporation," "Incorporated," or as specified in T.C.A. § 48-14-101). Search the Tennessee business entity search at sos.tn.gov before preparing any documents. Tennessee's name search at sos.tn.gov confirms availability against registered entities but not trademark rights — clear the name against the USPTO database separately if you plan to build a brand around it.

**Step 2 — Reserve your corporate name (recommended).**

File a name reservation with the Tennessee Secretary of State, Business Services Division, $20 fee, good for 4 months. If you are not filing immediately, this prevents another entity from taking your name while you prepare documents.

**Step 3 — Decide your director structure before opening the formation form.**

Tennessee requires 1 director at formation. A single founder can be the entire board of one director. If you expect outside investment, draft the bylaws now with a variable-range board (for example, one to seven directors) so you can add seats by board or shareholder action later without amending the charter. Decide the structure before you file so the bylaws and organizational consent line up. Write down your director names and Tennessee addresses before you open the form — most state portals cannot save a partially completed filing.

**Step 4 — Designate your Registered Agent.**

Every Tennessee corporation must have a Registered Agent with a physical Tennessee street address. P.O. boxes are not accepted. If you do not have a staffed Tennessee street address open during business hours, use a commercial registered agent. LLC Attorney can serve as your Tennessee Registered Agent and forward state and legal mail to your client portal.

**Step 5 — Complete the Charter (SS-4417).**

Go to sos.tn.gov and use the current version of the Charter. Always file directly through the Tennessee Secretary of State, Business Services Division — outdated forms are rejected without refund. Complete it with:

-   Your exact corporate name including designator
-   Your Registered Agent — full legal name and physical Tennessee street address
-   Your authorized share structure — state the number of shares the corporation is authorized to issue; Tennessee charges the same $100 fee regardless of share count, so a single class of 10,000,000 common shares is a clean default that leaves headroom for an option pool
-   Director names and addresses
-   Incorporator signature (the person submitting the form; need not be a director or shareholder)
-   Whether the corporation will have a fiscal year ending other than December 31 (this date sets your annual-report and franchise/excise filing deadlines)

**Step 6 — File the Charter and pay the $100 fee.**

File online at sos.tn.gov or by mail to the Tennessee Secretary of State, Business Services Division in Nashville. Online processing is 1 to 2 business days for online Charter filings under normal volume.

**Step 7 — Wait for your approved Charter.**

Your corporation does not legally exist during the review period. You cannot open bank accounts, sign contracts as the corporation, or issue stock until the Tennessee Secretary of State, Business Services Division approves your filing. Standard processing is 1 to 2 business days for online Charter filings; 2 to 4 weeks for mailed paper filings, longer around the April annual-report season during peak filing season. Keep your approved Charter — every bank, licensing board, and counterparty will request it.

**Step 8 — Hold your organizational meeting and adopt bylaws.**

After approval, your Board of Directors must hold an organizational meeting (or sign a written consent in lieu of meeting) to adopt bylaws, elect officers, authorize the bank account, authorize stock issuance, and set the fiscal year. Tennessee does not require bylaws to be filed with the Secretary of State — keep them with your corporate records. Tennessee bylaws are adopted by the incorporator or initial board under T.C.A. § 48-12-106 and are not filed with the state. The Tennessee Business Corporation Act supplies default governance rules, so use the bylaws to override the defaults you do not want — quorum thresholds, officer authority, and how the board size can change. A generic template may omit Tennessee-specific provisions and may not align with your share structure.

**Step 9 — Issue stock to founders.**

Authorize and issue shares to founders immediately after your organizational meeting. Document the issuance in your stock ledger and issue stock certificates (or maintain uncertificated share records). Each founder's share count and issuance price must be documented. Because Tennessee's $100 Charter fee does not scale with the number of authorized shares, there is no tax penalty for authorizing a generous block up front. Authorizing one class of common stock keeps the cap table simple; reserve the question of preferred classes for when an actual investor term sheet requires them, since adding a class later means a $20 charter amendment.

**Step 10 — File your initial Annual Report (SS-4444 (online at sos.tn.gov)) within by the first day of the fourth month after the close of the corporation's fiscal year (April 1 for calendar-year corporations).**

After your Charter is approved, you have by the first day of the fourth month after the close of the corporation's fiscal year (April 1 for calendar-year corporations) to file SS-4444 (online at sos.tn.gov) with the Tennessee Secretary of State, Business Services Division. This filing confirms your Registered Agent address, principal office address, and director and officer contact information. Filing fee: $20. Missing the deadline triggers a no flat late fee, but administrative dissolution after roughly two months of delinquency penalty.

**Step 11 — Apply for your federal EIN.**

Your corporation needs an EIN to open a bank account, hire employees, and handle tax filings. Apply at irs.gov/ein. Free, no government filing fee. Available Monday through Friday, 7 a.m. to 10 p.m. Eastern. 15-minute inactivity timeout — have all information ready before starting. International incorporators without a U.S. SSN or ITIN must apply by phone (IRS Form SS-4, 267-941-1099).

**Step 12 — Open a corporate bank account.**

Required documents: your approved Charter, your EIN confirmation letter (IRS Form CP 575 or SS-4 approval), your adopted bylaws, a board resolution authorizing the account, and personal ID of authorized signers. Call ahead — bank requirements for corporations are more involved than for LLCs.

**Step 13 — Register for Tennessee state taxes.**

Your federal EIN does not automatically register you with Tennessee state agencies. Depending on your business type:

-   Tennessee sales and use tax (Tennessee Department of Revenue, if you sell taxable goods or services) — [tn.gov/revenue](https://tn.gov/revenue)
-   Tennessee employer payroll taxes (TN Department of Labor and Workforce Development, if hiring Tennessee employees) — [tn.gov/workforce](https://tn.gov/workforce)
-   Tennessee sales and use tax certificate of registration (Department of Revenue) — required before selling taxable goods or services; the combined state and local rate runs roughly 9% to 10%, among the highest in the country

**Step 14 — Pay your Tennessee annual tax.**

Tennessee's franchise and excise tax is filed together on Form FAE 170 through the Tennessee Taxpayer Access Point (TNTAP), due the 15th day of the fourth month after your fiscal year closes (April 15 for calendar-year filers). The franchise component is 0.25% of apportioned net worth and never falls below $100, so budget for the $100 minimum even in an unprofitable year. The excise component is 6.5% of net earnings after applying the $50,000 standard deduction. Quarterly estimated payments are required once your combined liability is expected to exceed the threshold, so set up your TNTAP account as soon as the corporation has operations.

**Step 15 — Decide whether to elect S-Corp tax treatment.**

C-Corporation income is taxed twice: once at the corporate level (federal rate currently 21%), and again when distributed to shareholders as dividends. An S-Corp election converts the corporation to pass-through taxation. S-Corp election is available for Tennessee corporations that meet IRS eligibility: 100 or fewer shareholders, all U.S. citizens or residents, only one class of stock, and no institutional or foreign shareholders. File IRS Form 2553 within 75 days of formation. The election is made with the IRS — it does not require any Tennessee filing. Tennessee does not recognize the federal S-Corp election for franchise and excise tax purposes. A corporation that files Form 2553 with the IRS still pays Tennessee's full franchise and excise tax at the entity level exactly as a C-Corp would — the $100 minimum franchise tax plus 6.5% excise on net earnings. The S election only changes federal treatment and, because Tennessee has no personal income tax, it produces no state-level shareholder savings here. Weigh the federal payroll-tax benefit of an S-Corp against the fact that it buys you nothing on the Tennessee return.

**Step 16 — Set annual compliance reminders.**

Tennessee corporations must file and pay on a recurring basis:

-   Annual Report (SS-4444 (online at sos.tn.gov)): Annually, $20 fee — no flat late fee, but administrative dissolution after roughly two months of delinquency if missed
-   Franchise and excise tax (Form FAE 170): due the 15th day of the fourth month after fiscal year-end; franchise tax is 0.25% of net worth with a $100 floor and excise tax is 6.5% of net earnings after the $50,000 standard deduction
-   Franchise & excise tax (Form FAE 170) filed with the Department of Revenue on a fiscal-year cycle separate from the Secretary of State annual report

Missing these filings puts your corporation in bad standing with the Tennessee Secretary of State, Business Services Division and Tennessee Department of Revenue. Suspension means you cannot file documents, defend lawsuits, or do business in Tennessee. If you would rather not manage this process, the service handles Tennessee corporation formation starting at $49.

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 information at llcattorney.com — corporate name, director structure, authorized shares, Registered Agent preference, fiscal year, and target formation date. No forms to find or download.
2.  LLC Attorney files your Charter with the Tennessee Secretary of State, Business Services Division, drafts your bylaws, handles your organizational meeting consent, issues your stock ledger documentation, applies for your EIN, and covers same-day filing if needed. Your Registered Agent designation and initial Annual Report are included.
3.  Receive your approved Charter, bylaws, organizational consent, stock documentation, and EIN confirmation through your LLC Attorney client portal. Annual compliance reminders are included so you never miss a SS-4444 (online at sos.tn.gov) deadline or annual tax payment.

## S-Corp Election for Tennessee Corporations — What You Need to Know

An S-Corp election is not a separate entity — it is a federal tax election made by an existing corporation. Your Tennessee corporation remains a Tennessee corporation; you are only changing how the IRS taxes it.

**The S-Corp tax advantage:** a C-Corp pays 21% federal corporate income tax on net income, and shareholders pay income tax again on dividends. An S-Corp passes income directly to shareholders' personal returns, skipping the corporate-level tax. For owner-operated businesses with consistent profitability above roughly $40,000/year, the S-Corp election typically produces material tax savings.

**S-Corp payroll requirement:** if you elect S-Corp status and work in the business, you must pay yourself a "reasonable salary" subject to payroll taxes. The savings come from income above that salary, which passes through without payroll tax. Skip the salary and the IRS can reclassify your distributions as wages and assess back payroll taxes plus penalties.

Eligibility requirements:

-   100 or fewer shareholders
-   All shareholders must be U.S. citizens or permanent residents
-   Only one class of stock (identical distribution and liquidation rights)
-   No institutional shareholders, partnerships, or non-resident alien shareholders

**Tennessee treatment of S-Corps:** Tennessee does not recognize the federal S-Corp election for franchise and excise tax purposes. A corporation that files Form 2553 with the IRS still pays Tennessee's full franchise and excise tax at the entity level exactly as a C-Corp would — the $100 minimum franchise tax plus 6.5% excise on net earnings. The S election only changes federal treatment and, because Tennessee has no personal income tax, it produces no state-level shareholder savings here. Weigh the federal payroll-tax benefit of an S-Corp against the fact that it buys you nothing on the Tennessee return.

**Filing deadline:** IRS Form 2553 must be filed within 75 days of formation, or by March 15 of the tax year for which you want the election effective. Late elections are sometimes accepted with a written explanation of reasonable cause.

## When Should You Consult an Attorney for Your Tennessee Corporation?

LLC Attorney provides on-demand attorney consultations for a flat rate per 30-minute session — no retainer required. Corporation formation benefits from attorney guidance more than most entity types because of share structure, bylaw complexity, and S-Corp election timing. Common scenarios:

-   **Multiple founders or investors:** share structure decisions made at formation (authorized shares, classes, par value) affect every future financing round and exit. A misstructured cap table is expensive to unwind.
-   **S-Corp election analysis:** whether to elect depends on projected net income, payroll requirements, and state-level S-Corp recognition. The payroll requirement catches founders off guard.
-   **High-liability industry:** regulated industries may have specific corporate structure requirements from licensing boards or insurance carriers.
-   **Raising capital:** if you plan to raise institutional capital, your share structure, option pool, and Delaware vs. home-state decision should be reviewed before you file.
-   **Tennessee-specific wrinkles:** Tennessee may have corporate law provisions a generic national template does not cover correctly.

## What You Actually Get When You Incorporate in Tennessee with LLC Attorney

A Tennessee corporation that has merely been filed with the state is not a working corporation. The Charter creates the entity, but it does not produce the bylaws, organizational consents, or stock ledger that make the corporation operate and hold its liability shield. A "$0 filing" that skips those is not free — it is incomplete, and in Tennessee an incomplete corporation is the one that stumbles when a bank, a buyer, or the Department of Revenue asks for records.

Included with LLC Attorney corporation formation, starting at $100:

-   Same-day or 24-hour Tennessee filing at no markup on the state fee. Most services charge extra to expedite.
-   Attorney-drafted bylaws, initial board consent, and organizational minutes — customized, not auto-generated templates.
-   Initial stock issuance and cap-table setup, so your ownership is documented correctly from day one.
-   Federal EIN, obtained for you.
-   Tennessee Registered Agent service at $125/year, included to keep you in good standing.
-   S-Corp election guidance when pass-through tax treatment is the right call for your situation.
-   Access to attorney-trained Business Success Advisors at no charge, plus optional flat-fee attorney consultations (no retainer).

Because Tennessee's ongoing cost is the franchise and excise tax rather than the modest $100 filing fee, the documents that keep the corporation in good standing — clean bylaws, a documented cap table, and a registered agent who tracks both the annual report and the FAE 170 calendar — are exactly what is included here.

## Starting Your Tennessee Corporation with LLC Attorney

Tennessee's corporate formation requirements are straightforward to file but carry a real annual tax cost — the franchise and excise tax (FAE 170), the fiscal-year deadlines that drive both the tax return and the annual report, and Tennessee's refusal to honor the federal S election. Getting your directors, share structure, bylaws, and initial compliance filings right at formation prevents expensive corrections later.

The service handles Tennessee corporation formation starting at $49. Same-day filing is available at no markup on state fees. On-demand attorney consultations in 30-minute increments — no retainer — cover bylaws drafting, S-Corp election analysis, Tennessee franchise/excise tax planning and S-Corp election analysis, and annual tax planning. 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 Business](https://app.llcattorney.com/formation?intake_type=formation)

## Frequently Asked Questions

How long does it take to form a corporation in Tennessee?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Online Charter filings at sos.tn.gov are typically processed within 1 to 2 business days, which is the fastest route. Mailed paper filings take roughly 2 to 4 weeks and can run longer during the spring annual-report rush. Tennessee does not publish a formal paid expedited tier for corporate Charter filings, so submitting online is the practical way to hit a time-sensitive formation date. LLC Attorney files online to keep your formation on the fastest available track.

What is the difference between a C-Corp and an S-Corp in Tennessee?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A C-Corp and an S-Corp are the same Tennessee corporation — the difference is federal tax treatment only. A C-Corp pays corporate income tax at the entity level (21% federal rate), and shareholders pay personal income tax again on dividends. An S-Corp elects pass-through taxation — income flows to shareholders' personal returns without corporate-level tax. The election is made with the IRS via Form 2553 and has no impact on your Tennessee formation documents. Because Tennessee ignores the S election and has no personal income tax, the decision to elect S-Corp status is driven entirely by federal self-employment-tax planning, not Tennessee tax.

Can a single person form a corporation in Tennessee?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Tennessee permits a single person to form and operate a corporation as the only director and the holder of every officer role, including president and secretary simultaneously (T.C.A. § 48-18-401). This is the standard structure for a solo-founder Tennessee corporation. You still need to observe corporate formalities — adopt bylaws, sign an organizational consent, issue stock to yourself, and keep corporate and personal funds separate — to keep the liability shield intact.

What taxes does a Tennessee corporation have to pay?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

A Tennessee corporation pays the state's franchise and excise tax on Form FAE 170. The franchise tax is 0.25% of the corporation's apportioned net worth, with a minimum of $100 due every year regardless of profitability. The excise tax is 6.5% of net earnings from Tennessee business, after a $50,000 standard deduction. Tennessee has no separate corporate income tax beyond this excise tax, and no tax on wages, so there is no shareholder-level state income tax on dividends. At the federal level, a C-Corp pays the 21% corporate income tax unless it elects S-Corp treatment.

What is the Annual Report and when is it due?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Tennessee for-profit corporations file an annual report with the Secretary of State by the first day of the fourth month after the close of their fiscal year, which is April 1 for calendar-year corporations. The fee is $20, or $40 if you also change your registered agent or office in the same filing. Filing is done online at sos.tn.gov. Tennessee charges no monthly late penalty for corporations, but a report left unfiled for about two months past the deadline puts the corporation on track for administrative dissolution.

Does a Tennessee corporation need bylaws?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Tennessee does not require corporations to file bylaws with the Secretary of State. However, bylaws are a legal requirement for corporate governance — they define how your board operates, how shareholder meetings work, how officers are appointed, and how major decisions are made. A corporation without bylaws is technically non-compliant and lacks the foundational document that governs all major corporate decisions. Every bank, investor, and serious counterparty will request your bylaws.

What happens if I miss the annual tax deadline?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Tennessee assesses interest plus a penalty of 5% of the unpaid franchise and excise tax per month, up to a 25% maximum, on late FAE 170 payments. The franchise tax minimum of $100 accrues every year the corporation is registered, even if it conducted no business, so a dormant corporation that stops filing continues to build a liability with the Department of Revenue. Separately, an unfiled annual report can lead the Secretary of State to administratively dissolve the corporation, after which it must obtain a tax clearance from the Department of Revenue before it can be reinstated.

Can I change my Tennessee corporation to an LLC later?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

Yes. Tennessee allows a corporation to convert to an LLC by filing Articles of Entity Conversion with the Secretary of State (T.C.A. § 48-21-112). The conversion is a taxable event for federal purposes and can trigger gain recognition, so model the consequences with a CPA before filing — depending on the corporation's assets and basis, dissolving and re-forming may be cleaner. Close out the franchise and excise tax accounts correctly so the converted entity starts on the right footing.

What happens if my Registered Agent cannot be reached?

![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75)

If Tennessee is unable to deliver legal notices to your Registered Agent, the state can administratively administratively dissolve your corporation. This can happen without direct notice to you. A professional Registered Agent service ensures a qualified person is available during business hours at a physical Tennessee address to receive any legal documents on your behalf.

## Learn More About Tennessee

-   [Tennessee LLC Formation](/states/tn/llc-formation-tennessee)
-   [Tennessee Registered Agent](/states/tn/registered-agent-tennessee)
-   [Tennessee EIN Number](/states/tn/ein-number-tennessee)
-   [Tennessee Anonymous LLC](/states/tn/anonymous-llc-tennessee)