Whether you're starting a new for-profit corporation, nonprofit corporation, LLC,
or even if you've already registered in another state but you want to operate as
a Tennessee corporation, we've got information for you that can help you make the
best filing decisions.
While your entity type is a decision best made with the advice of your lawyer or
tax advisor, the information below is designed to introduce you to a few of the
main types of Tennessee startup businesses.
Tennessee Assumed Name
A corporation may file an Application for Registration of Tennessee Assumed Name
in order to register a name to use as a
DBA, or Doing Business As. However, in Tennessee, assumed name registration
for sole proprietorship or partnership DBAs are not required.
Tennessee Corporation (For-profit)
Forming a Tennessee
corporation creates a new legal entity, one that is considered legally separate
from its owners. (Compare this to a DBA, or Doing Business As, which is not legally
distinct from its individual owner or owners.) A corporation provides limited liability
protection to its owners.
To form a corporation in Tennessee, your business must draft and submit Articles
of Incorporation to the Division of Business Services, along with the appropriate
While it is not required that the owner of a Tennessee corporation must be a resident
of Tennessee, the corporation must have a registered agent on file who is physically
located in the state; he or she (or it, if the registered agent is itself a business)
must have a physical address within Tennessee at which service of process can be
accepted on behalf of the corporation.
For-profit corporations will choose one of two tax classifications at the federal
level: C corporation, or S corporation. Each have distinct tax and ownership advantages
Tennessee Nonprofit Corporation
nonprofit corporation is formed in much the same as a for-profit corporation—by
drafting and filing nonprofit Articles of Incorporation—but after it is registered
as a Tennessee nonprofit corporation, there is one more step.
Before a nonprofit organization begins to accept tax-deductible donations, it must
register to be treated by the IRS as a tax-exempt 501c3 corporation (one that has
been organized according to one of the specific purposes laid out in IRC section
501c3). Until then, it is considered a Tennessee nonprofit corporation like any
other and is still responsible for paying taxes.
Tennessee Foreign Corporation
A business that is considered to be doing business in Tennessee but has already
formed a corporation or LLC outside of the state must register as a Tennessee foreign
While the state does not define exactly what it considers to be doing business,
it does state that actions such as maintaining or defending legal proceedings, maintaining
a bank account, or selling through independent contractors will not be considered
doing business, nor would a number of other acceptable activities.
An LLC, or limited
liability company, is also formed with the Division of Business Services. An LLC's
formation document is called Articles of Organization, and it must be submitted
along with the filing fee. Once accepted, a Tennessee LLC, like a corporation, is
considered a separate legal entity.
However, as "LLC" is not an accepted tax classification, a new Tennessee LLC will
be able to choose a tax classification (though its options are limited based on
how many members/owners it has).