Article Map
When embarking on the journey of establishing a corporation in the state of Tennessee, one of the primary legal steps involves the submission of the Articles of Incorporation. This crucial document lays the foundation for the legal entity, detailing essential aspects such as the corporation's name, its purpose, the duration of its existence, and the specifics related to its shares and initial management structure. Not only does it serve to officially bring your business entity into being, but it also operates as a public record, setting out key points of contact and governance for those both within and outside the corporation. As an integral part of ensuring compliance with Tennessee state laws, navigating the nuances and requirements of this form can be a milestone in a business owner's path towards establishing a corporate identity. Understanding its purpose, what information is required, and how it impacts the future operations of the business can provide a solid basis from which the corporation can flourish.
Tennessee Articles of Incorporation Sample
Tennessee Articles of Incorporation Template
This document serves as a template for the Articles of Incorporation in the state of Tennessee, pursuant to the Tennessee Nonprofit Corporation Act. Filling out this form appropriately will help you establish a nonprofit corporation in Tennessee. It is recommended to consult with a legal professional to ensure all requirements are met and your documents comply with state laws.
Article I: Name of Corporation
The name of the corporation is __________________________.
Article II: Duration
The period of this corporation’s duration is: (Check one)
- Perpetual
- Fixed: _______________ (Specify the date of dissolution)
Article III: Purpose
The specific purpose for which this corporation is organized is ______________________________________________________, which includes, but is not limited to, any lawful activity for which corporations may be incorporated under the Tennessee Nonprofit Corporation Act.
Article IV: Principal Office and Registered Agent
The street address of the initial principal office of the corporation is ______________________________________________________, City of ____________________, Zip Code ________. The name of the initial registered agent at that address is __________________________.
Article V: Incorporator
The name and address of the incorporator are ___________________________________________, City of ____________________, State of Tennessee, Zip Code ________.
Article VI: Members
(Check one)
- The corporation will have members.
- The corporation will not have members.
Article VII: Board of Directors
The number of directors constituting the initial board of directors is ________, and their names and addresses are as follows:
- Name: ______________________, Address: __________________________________
- Name: ______________________, Address: __________________________________
- Name: ______________________, Address: __________________________________
Article VIII: Provision for Distribution of Assets
The property of this corporation is irrevocably dedicated to charitable purposes and upon the dissolution of the corporation, its assets remaining after the payment of, or provision for payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code.
Article IX: Fiscal Year
The fiscal year of the corporation shall end on the last day of ______________________ each year..
Article X: Amendments
Any amendment to these Articles of Incorporation will be made in accordance with the laws of the State of Tennessee governing nonprofit corporations.
IN WITNESS WHEREOF, the incorporator has executed these Articles of Incorporation on this ________ day of __________________, ________.
_________________________________________
Signature of Incorporator
Print Name: __________________________
Form Specs
| Fact | Detail |
|---|---|
| Name of the Corporation | The legal name must be unique and comply with the Tennessee Department of State's requirements. |
| Type of Corporation | Determines whether it is for-profit, nonprofit, professional, or another type as identified by Tennessee law. |
| Registered Agent | A registered agent must be named to receive legal documents on behalf of the corporation. |
| Principal Office Address | The address where the main office of the corporation is located must be provided. |
| Duration of the Corporation | This can be perpetual or for a specific term as stated in the Articles of Incorporation. |
| Incorporators | Names and addresses of the incorporator(s) responsible for the creation of the corporation must be listed. |
| Governing Law | Governed by the Tennessee Business Corporation Act, found in Title 48 of the Tennessee Code. |
| Shares Authorized | For-profit corporations must declare the number of shares the corporation is authorized to issue. |
| Purpose of the Corporation | A brief description of the purpose for which the corporation is being formed needs to be included. |
| Effective Date | Articles may specify an effective date if it is not to be effective upon filing with the Tennessee Secretary of State. |
Guide to Using Tennessee Articles of Incorporation
Filing the Articles of Incorporation is a crucial step in establishing a corporation in Tennessee. This document officially registers your business as a corporation with the state, granting you legal rights, protections, and obligations. It's an essential process for any business aiming to operate within the corporate structure in Tennessee. The following steps will guide you through completing the form accurately to ensure a smooth filing process.
- Gather required information: Before beginning the form, ensure you have all necessary information including the corporation's name, registered agent information, number of shares the corporation is authorized to issue, and the names and addresses of the incorporators.
- Name of the Corporation: Enter the exact legal name of your corporation, ensuring it complies with Tennessee naming requirements.
- Registered Agent and Office: Provide the name and physical Tennessee address of your registered agent. This is the person or entity authorized to receive legal papers on behalf of your corporation.
- Shares Information: Specify the number of shares the corporation is authorized to issue. Include the class of shares and, if applicable, the value of each class.
- Board of Directors: While not all forms require this information upfront, be prepared to list the names and addresses of your initial board members if required.
- Incorporators’ Information: List the names and addresses of all incorporators. They are the individuals responsible for executing the Articles of Incorporation.
- Duration of the Corporation: If your corporation will not be perpetual, specify the duration of its existence. Most corporations are perpetual.
- Other Provisions: Include any other provisions that are not inconsistent with the law but are necessary or desired for the management of the business.
- Effective Date: If you wish the corporation to become effective on a specific date other than the filing date, specify this date. It can be no more than 90 days after the filing date.
- Signature: The form must be signed by an incorporator or an attorney-in-fact. Ensure the document is dated.
- Filing Fee: Determine the applicable filing fee for your Articles of Incorporation and prepare to submit it with your form. The filing fee varies depending on the type of corporation and other factors.
- Review and Send: Review the completed form for accuracy. Once you're satisfied, submit the form and payment to the Tennessee Secretary of State’s office, following the provided instructions for mailing or electronic submission.
After you've submitted your Articles of Incorporation, the Tennessee Secretary of State will review your document. If everything is in order, your corporation will be officially registered in Tennessee. You'll receive a confirmation and be on your way to starting your new business venture. Remember, this is just the beginning. Maintaining your corporation will require ongoing compliance with state laws, including annual reporting and tax obligations.
Frequently Asked Questions
What are the Articles of Incorporation in Tennessee?
The Articles of Incorporation is a document required to legally establish a corporation in Tennessee. It outlines the basic details of the company, such as its name, purpose, and structure, and must be filed with the Tennessee Secretary of State to officially register the corporation.
How do I file the Articles of Incorporation in Tennessee?
To file the Articles of Incorporation in Tennessee, prepare the document including all required information, such as the corporation's name, registered agent, and number of shares authorized to issue. Then, submit it either online through the Tennessee Secretary of State's website or by mailing it to their office along with the filing fee.
What is the filing fee for the Tennessee Articles of Incorporation?
The filing fee for the Articles of Incorporation varies depending on the type of corporation and the number of shares the corporation is authorized to issue. However, the minimum fee typically starts at $100. It's advisable to check the latest fee schedule on the Tennessee Secretary of State's website for the most current information.
Can I file the Tennessee Articles of Incorporation online?
Yes, you can file the Tennessee Articles of Incorporation online. The Tennessee Secretary of State offers an online filing option, which is often faster and more convenient than mailing your application.
What information is needed to complete the Articles of Incorporation?
When completing the Articles of Incorporation, you will need to provide several pieces of information, including the corporation's name, registered agent and office, incorporator(s), and the number of shares the corporation is authorized to issue, among other details.
Who can act as the Registered Agent for a corporation in Tennessee?
The Registered Agent for a corporation in Tennessee can be either an individual residing in Tennessee or a business entity authorized to do business in Tennessee. The agent must have a physical Tennessee address (not a P.O. Box) where they can accept legal documents on behalf of the corporation.
How long does it take to process the Articles of Incorporation in Tennessee?
The processing time for the Articles of Incorporation can vary. Generally, it takes around 3-5 business days for online submissions and 5-7 business days for mailed submissions. However, processing times can fluctuate based on volume and staffing, so it's wise to check current estimates.
Do I need an attorney to file the Tennessee Articles of Incorporation?
While it is not legally required to have an attorney to file the Articles of Incorporation in Tennessee, seeking legal advice can be beneficial. An attorney can help ensure that all documents are correctly prepared and filed and that the corporation's setup aligns with the founders' intentions and legal requirements.
What happens after I file the Articles of Incorporation?
After filing the Articles of Incorporation, the Tennessee Secretary of State will review the document. Once approved, your corporation will be legally established. You will receive a certificate of incorporation, after which you can proceed with other necessary steps, such as obtaining business licenses and EIN, and opening a bank account for your corporation.
Can the Articles of Incorporation be amended after filing?
Yes, the Articles of Incorporation can be amended after filing. To do so, you'll need to file Articles of Amendment with the Tennessee Secretary of State, outlining the changes you wish to make. There is a filing fee for this process, and the method is similar to filing the initial Articles of Incorporation.
Common mistakes
Filling out the Tennessee Articles of Incorporation form is a pivotal step for individuals looking to establish a corporation in the state. A number of common mistakes can occur during this process, impacting the successful filing of the document. Awareness and careful attention to detail can help in avoiding these pitfalls.
Not verifying the availability of the corporation name ahead of time. Before submission, it's essential to ensure that the chosen name is not already in use by another entity, which would lead to rejection.
Forgetting to designate a registered agent or providing incomplete information about the agent. A registered agent is crucial as this individual or entity receives legal documents on behalf of the corporation. All details, including the agent’s name and physical address in Tennessee, must be accurately filled.
Overlooking the necessity to specify the type of corporation. Tennessee law allows for the creation of various types, including nonprofit, for-profit, and professional corporations. Specifying the type is essential for legal and tax purposes.
Inadequately specifying the corporation’s purpose. While some states allow a broad purpose clause, Tennessee requires a more detailed description of the business’s intended activities.
Submitting the form without the required signature(s). The Articles of Incorporation must be signed by the incorporator(s), validating the information provided and confirming their intent to form the corporation.
Failure to include the number of shares the corporation is authorized to issue, if applicable. This is particularly crucial for corporations intending to offer stock, as it sets the maximum number of shares available for issuance.
Miscalculating the filing fee or submitting an incorrect payment form. The filing fee is dependent on certain factors, including the type of corporation and the number of shares authorized. Ensuring the correct amount and form of payment is attached is key to a smooth filing process.
Omitting necessary attachments or supplemental documents. Depending on the corporation’s structure or purpose, additional documents may need to be filed alongside the Articles of Incorporation. Not including these can result in delays.
Ignoring the need for bylaws, which are not filed with the state but are essential for outlining the corporation's internal governance structure. Although this doesn’t directly relate to the form itself, it's a common oversight during the incorporation process.
Avoiding these errors can ease the incorporation process, paving the way for a smooth establishment of the corporation within Tennessee. Meticulous attention to detail and adherence to state requirements are vital steps toward achieving a successful filing.
Documents used along the form
In the process of incorporating a business in Tennessee, several essential documents beyond the Articles of Incorporation are often required to comply with state legalities and support the smooth establishment and operation of the new entity. While the Articles of Incorporation serve as the foundational documentation officially forming the corporation in the eyes of the state, these additional forms play critical roles in various aspects of the business from governance to taxation. Here's a look at several key documents typically used alongside the Articles of Incorporation.
- Bylaws: This document outlines the internal management framework of the corporation. It includes provisions for the governance of the corporation, detailing the rights and responsibilities of directors and shareholders, meeting procedures, and how decisions are made. Bylaws are not filed with the state but are kept as an internal document.
- Initial Report: Some states require newly formed corporations to file an initial report a few months after incorporation. This document provides the state with additional information about the corporation, such as the names and addresses of directors, registered agent, and sometimes financial information. Tennessee mandates this initial reporting as part of maintaining good standing with the state.
- Employer Identification Number (EIN) Application: Although not a form exclusive to Tennessee, applying for an EIN from the Internal Revenue Service (IRS) is crucial for any new corporation. This federal taxpayer identification number is necessary for opening bank accounts, hiring employees, and filing tax returns.
- Share Certificates: While not a formal requirement, issuing share certificates to document equity ownership in the corporation can be an important step for many businesses. These certificates serve as physical evidence of stock ownership and detail the number of shares a person owns.
Together with the Articles of Incorporation, these documents form the backbone of a corporation's legal and operational structure. They outline the necessary details to ensure that the business operates smoothly within the framework of state and federal law, protecting the rights of owners and setting clear expectations for management and operational practices. Preparing and maintaining these documents carefully can make a significant difference in the successful governance and compliance posture of a corporation.
Similar forms
The Tennessee Articles of Incorporation form is similar to various other legal documents used across the United States for establishing a business or nonprofit organization's legal structure. These documents serve as a foundational charter, detailing critical information about the entity for registration with the state. While the names and specific provisions may vary from state to state, the intent and function are largely consistent. Here’s how the Tennessee Articles of Incorporation compare with a couple of other documents.
The Delaware Certificate of Incorporation: The Tennessee Articles of Incorporation form shares a considerable resemblance with the Delaware Certificate of Incorporation, often used by companies intending to incorporate in Delaware. Both documents require basic information about the entity, including the company name, purpose, registered agent, incorporator information, and the number of authorized shares for corporations. Delaware's document is known for its flexibility and the state's business-friendly laws, making it a prized choice for incorporation. However, the core purpose and structure of these documents are effectively the same, aimed at officially registering the entity with the respective state government.
The California Articles of Incorporation: Similar to the Tennessee equivalent, the California Articles of Incorporation is used to form either a business corporation or a nonprofit organization within the state. Like the Tennessee form, it asks for the entity's name, address, agent for service of process, and, for businesses, the number of shares the corporation is authorized to issue. The primary difference lies in state-specific requirements, such as California's additional provisions for certain types of corporations, like professional or close corporations. Nevertheless, both documents fulfill the role of registering and establishing the company's legal existence under state law.
Dos and Don'ts
When filling out the Tennessee Articles of Incorporation form, it's crucial to ensure all information is accurate and complete. Below are the things you should and shouldn't do:
Do:- Review the form thoroughly before starting to ensure understanding of all requirements.
- Use black ink or type the information if the form is to be filled out by hand. This ensures all information is legible and clear.
- Provide an accurate registered agent's information, including their full legal name and Tennessee street address. The registered agent is essential for receiving important legal and tax documents.
- Check the corporate name's availability before submission to ensure it's not already in use or too similar to an existing name in Tennessee.
- Include all pertinent attachments, such as additional articles or provisions not covered in the standard form. This ensures your corporation's specific needs are documented.
- Sign and date the form as required. An authorized person must do this to validate the form.
- Keep a copy for your records after submitting the original document. Retaining a copy is crucial for reference and future legal or business needs.
- Leave any required fields blank. Incomplete forms may be rejected or returned, delaying the incorporation process.
- Use a P.O. Box for the registered agent's address. A physical Tennessee address is necessary for legal correspondence.
- Ignore instructions regarding necessary fees. Incorrect or missing payment may result in processing delays.
- Submit the form without reviewing for errors or omissions. Ensuring all information is correct before submission is essential.
- Forget to specify the type of corporation you're forming (e.g., nonprofit, for-profit, professional corporation). This information determines applicable regulations and requirements.
- Assume approval is immediate. The processing time can vary, and patience is required while your application is reviewed.
- Overlook state-specific requirements, such as annual reports or additional permits and licenses that may be necessary after incorporation.
Misconceptions
It's only necessary for large businesses: A common misconception is that the Tennessee Articles of Incorporation form is designed only for large corporations. However, this document is crucial for any size of corporation starting in Tennessee, including small businesses. It legally establishes the company as a corporation under state law.
Filing is the final step: Many people think that once the Articles of Incorporation are filed, there's nothing more to do. In reality, this filing is just the beginning. After submission, corporations must comply with ongoing requirements such as annual reports, maintaining corporate records, and more.
Online submission is unavailable: There's a misconception that these forms must be submitted in paper form through mail or in person. Tennessee, like many states, actually allows and even encourages online submission through the Secretary of State's website, making the filing process more convenient.
Legal assistance is required: While legal consultation can be beneficial, especially for complex situations, it is not a requirement. Many businesses successfully file their Articles of Incorporation on their own by carefully following the instructions provided by the Tennessee Secretary of State.
All businesses must file them: Some entrepreneurs believe that all business types must file Articles of Incorporation. This requirement is specific to corporations. Other business forms, such as sole proprietorships and partnerships, have different filing requirements and may not need to file at all.
There is a set state fee for all: The assumption that there is a single filing fee for everyone is incorrect. The state filing fee can vary depending on factors such as the type of corporation and the number of shares it is authorized to issue. It's important to look up the current fees to understand the total cost of filing.
The process is overly complicated: While it's true that the process requires attention to detail, it's often seen as more daunting than it is. The Tennessee Secretary of State provides resources and guides to help simplify the process, and many find that with the right preparation, filing the Articles of Incorporation is straightforward.
Everything in the Articles is set in stone: Another misconception is that once the Articles of Incorporation are filed, the information contained within cannot be changed. In fact, corporations can file amendments to their Articles if there are significant changes to their corporation, such as a name change or alteration of the stated business purpose.
Personal information remains confidential: While it's natural to be concerned about privacy, the information submitted in the Articles of Incorporation becomes public record. This includes names and addresses of the incorporators and, in some cases, the board of directors. It's important to be mindful of what personal information is disclosed.
Key takeaways
Filling out the Tennessee Articles of Incorporation is an essential step for those looking to officially form a corporation in Tennessee. This document establishes your business as a legal entity, allowing you to operate within the state's legal and regulatory framework. Here are some key takeaways to keep in mind:
- Understand the Requirements: Before starting, review the Tennessee Department of State website or consult with a professional to understand all the necessary requirements and guidelines for your Articles of Incorporation.
- Choose a Unique Name: Your corporation needs a unique name that's not already in use by another business in Tennessee. It should also meet Tennessee's naming requirements.
- Appoint a Registered Agent: You must designate a registered agent who will be responsible for receiving legal and tax documents on behalf of your corporation. This agent must have a physical address in Tennessee.
- Specify the Number of Shares: The form requires you to indicate the number of shares the corporation is authorized to issue. Consider how this might impact your business now and in the future.
- Include Incorporator Information: The incorporator is the person who completes and files the Articles of Incorporation. You'll need to provide their name and address.
- Detail the Corporate Purpose: While some states require a detailed description of a corporation's business activities, Tennessee allows for a general purpose statement for most corporations.
- File with the Secretary of State: Once your Articles of Incorporation are complete, they must be filed with the Tennessee Secretary of State. This can usually be done online or by mail.
- Pay the Filing Fee: There is a fee to file your Articles of Incorporation. The exact amount depends on various factors, including the number of shares authorized. Make sure to check the current fees to avoid delays.
- Keep a Copy for Your Records: After filing, keep a copy of the Articles of Incorporation and any correspondence from the Secretary of State for your records. This documentation is crucial for legal and administrative purposes.
Properly completing and filing your Tennessee Articles of Incorporation is the first step in establishing your business's legal structure. It's a straightforward process, but attention to detail is crucial. Ensure all information is accurate and follows Tennessee's specific requirements to set a solid foundation for your corporation's future.
Fill out Some Other Articles of Incorporation Templates for Specific States
South Dakota Secretary of State - Provisions for dissolving the corporation might be included, outlining the process for legally ending the corporation's existence.
Delaware C Corp Cost - This form serves as the founding charter for a corporation, establishing its existence under state law. It must be filed with the state government.