Generally, if you are required to obtain some kind of license before you can market your skills in the state of Tennessee then you will most likely need to form a Tennessee Professional Corporation.

Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional Corporation with the Tennessee Secretary of State.

A Tennessee Professional Corporation may render Professional Services in the state of Tennessee only through individuals licensed or otherwise authorized in Tennessee to render the specific Professional Service.

Depending on exactly what it is that you want to do in Tennessee, approval from a specific Tennessee state agency or board may be required before the TN Secretary of State will approve a new Tennessee Professional Corporation filing.  This could add to the total processing time for a new Tennessee Professional Corporation.

Tennessee Professional Corporations are commonly formed by a group of licensed Professionals who want to open a joint practice.   The main advantage of Forming a Tennessee Professional Corporation is that malpractice by one of the Professionals will not be held against the other Professionals if they we're not involved in the malpractice.

The short answer is no.  The state of Tennessee does not legally require a lawyer to form a Tennessee Professional Corporation.

Our detailed Professional Corporation Information page may help you understand some of the implications of forming a Tennessee Professional Corporation.  However, if there is anything about Forming a Professional Corporation in Tennessee that you're not sure about you should seek the advice of a competent Tennessee lawyer, a Tennessee accountant, or both before you Form a Professional Corporation in Tennessee. 

Once you have made the decision to Form a Professional Corporation in Tennessee, a Tennessee lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Tennessee Professional Corporation.

You are not legally required to reserve a Company Name for a new Tennessee Professional Corporation before you submit your application to Form a Professional Corporation in Tennessee.

Whether or not you need to reserve a company name for your new Tennessee Professional Corporation depends entirely on your business situation.  The Tennessee Secretary of State uses names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Tennessee Company Name.

If the Name you have chosen for your new Tennessee Professional Corporation is already in use by a currently active Tennessee Corporation or LLC, and you still want to use that Professional Corporation Name, then you will have to register a DBA Name with the Tennessee Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

We verify that the Name you have chose for your new Tennessee Professional Corporation is available before we submit your Incorporation filing to the Tennessee Secretary of State.  If necessary we can register a DBA Name in Tennessee for you so that you can open your new Tennessee business as quickly as possible.

A Tennessee Professional Corporation corporate name must comply with all laws and regulations for regular Tennessee Corporation corporate names.

In addition, a Tennessee Professional Corporation corporate name may not contain any language stating or implying that it is incorporated for a purpose other than that authorized by its Articles of Incorporation.

A Tennessee Professional Corporation corporate name must also conform with the name regulations of any applicable Tennessee Professional licensing board.

1. Choose a name for your Tennessee Professional Corporation
   
   Your Tennessee Professional Corporation name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Tennessee Professional Corporation name that you choose must be distinguishable from the name of any other registered Tennessee Professional Corporation or other business entity and the name must also be different from any reserved names on record with the state of Tennessee.  Your Tennessee Professional Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Tennessee Professional Corporation name must not be a name that is likely to mislead the public.
   
   The name of a Tennessee Professional Corporation must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.
   
   It's important to choose a good name for your Tennessee Professional Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Tennessee Secretary of State (and pay a fee).
   We will:

   • Check to make sure that your Tennessee Professional Corporation name is available
   • Make sure your Tennessee Professional Corporation name conforms to state of Tennessee regulations
   • Reserve your Tennessee Professional Corporation name with the Tennessee Secretary of State
2. Select an official address and a Registered Agent for your Tennessee Professional Corporation
   
   Every Tennessee Professional Corporation must have an address that is physically located in the state of Tennessee.  This address is "registered" with the Tennessee Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.
   
   The individual or company that is registered with the state of Tennessee to receive all correspondence on behalf of the Tennessee Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Tennessee Professional Corporations hire a Registered Agent because they don't have a physical address within the state of Tennessee or to provide a distinct level of privacy.
   We can act as the official Registered Agent for your Tennessee Professional Corporation.
3. Choose a Board of Directors for your Tennessee Professional Corporation
   
   All Tennessee Professional Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Tennessee Professional Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 
   
   The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Tennessee Professional Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Tennessee or shareholders of the Tennessee Professional Corporation unless the Articles of Incorporation or Bylaws require it.
   
   Normally Directors for your Tennessee Professional Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.
   
   
4. Decide who will be Officers for your Tennessee Professional Corporation
   
   The Board of Directors elects Officers for your Tennessee Professional Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Tennessee Professional Corporation.  Officers handle the day to day operation of the Tennessee Professional Corporation.
   
   Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Tennessee Professional Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.
   
   One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Tennessee Professional Corporation.
   
   
5. Determine how you want your Tennessee Professional Corporation to be taxed<
   
   The Tennessee Corporate Income Tax Rate is %.  You may form an S Corporation in Tennessee.  S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Tennessee Corporate Income Tax.
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Tennessee Professional Corporation and include it with your Incorporation documents.
6. File Articles of Incorporation with the Tennessee Secretary of State
   
   In order to form a Corporation in Tennessee you must file Articles of Incorporation with the Tennessee Secretary of State.  The Articles of Incorporation must include certain specific information about your Tennessee business. If the Articles do not conform exactly to state of Tennessee requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Tennessee Professional Corporation but you will have to pay a fee to the state of Tennessee in order to make the changes official.
   
   
7. Get a Federal Employer Identification Number (FEIN) for your Tennessee Professional Corporation
   
   A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Tennessee Professional Corporation.  All Tennessee Professional Corporations are required to have an FEIN.
   We can obtain an FEIN for your Tennessee Professional Corporation.
8. Issue Stock Certificates to the Initial Shareholders
   
   Corporate stock is evidence of ownership of a Tennessee Professional Corporation.  When you form your Tennessee Professional Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Tennessee Professional Corporations hold 100% of the shares.
   
   Stockholders in a Tennessee Professional Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Tennessee Professional Corporation is able to make all Corporate business decisions.  Tennessee Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the Tennessee Professional Corporation.

1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
   
   The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Tennessee Professional Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Tennessee Professional Corporation will have and a description of each of their duties. 
   
   As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Tennessee Professional Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Tennessee law or the Tennessee Professional Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Tennessee office.
   
   
2. Open a Business Bank Account in Tennessee your Tennessee Professional Corporation
   
   It's very important that you have a separate business bank account for your Tennessee Professional Corporation.  Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.  It's a good idea to contact the bank before you open a business bank account.  Specific requirements vary from bank to bank.
   
   
3. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   
   We can research and prepare the necessary forms for your required business licenses and permits and include them in your Tennessee Professional Incorporation package.
   Note that forming a Tennessee Professional Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Tennessee Professional Corporation merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Tennessee Professional Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Tennessee Professional Corporation vary depending on your business activities and the specific locations within the state of Tennessee in which you want to conduct business.
   
   If your Tennessee Professional Corporation will be selling products in Tennessee you may be required to obtain a Reseller's Permit from the appropriate Tennessee state agency.  If your Tennessee Professional Corporation will be selling products in Tennessee you will also be responsible for all applicable local and state of Tennessee sales taxes if there are any.
   
   
4. Hold Meetings of Shareholders and Directors of each year
   
   Every Tennessee Professional Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Tennessee Professional Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Tennessee Professional Corporation a lot of potential trouble.
   We can transcribe the minutes of any meeting of your Tennessee Professional Corporation into a form that complies with all state of Tennessee requirements.
5. File the required Tennessee Professional Corporation reports
   
   The state of Tennessee does not have requirements for an Initial TN Corporation Annual Report. The first Tennessee Corporation Annual Report is due before the first day of the fourth month following the TN Corporation's initial fiscal year closing.
   
   All Tennessee Corporations must file an Annual Report EACH year with the TN Secretary of State.
   
   Tennessee Corporation Annual Reports are due on or before the first day of the fourth month following the TN Corporation's fiscal year closing.
   
   For example, if the TN Corporation's fiscal year ends Dec 31 then the Tennessee Corporation Annual Report will be due at the TN Secretary of State by April 1.
   
   There is an additional fee if you change the Tennessee Registered Agent information on the TN Corporation Annual Report.
   
   
   We can fill out and file any Annual Report with the Tennessee Secretary of State after your Tennessee Professional Corporation gets going.
   
   
   
6. Keep proper records of your Tennessee Professional Corporation on file
   
   Keep the following records on file and available at the principal business office of your Tennessee Professional Corporation:
   • Names and addresses of all Directors and Officers of the Tennessee Professional Corporation
   • Articles of Incorporation for the Tennessee Professional Corporation and any Amendments to them
   • Corporate Bylaws for the Tennessee Professional Corporation and any Amendments to them
   • List of current shareholders of the Tennessee Professional Corporation.  If shareholders change, keep a record of old shareholders and how stock was transferred.
   • Minutes of all Meetings of Shareholders and Directors
   • Copies of any Corporate Resolutions which have been adopted by the Tennessee Professional Corporation
   • Copies of all tax returns and Annual Reports for the Tennessee Professional Corporation for the last 3 years

In order to Incorporate in Tennessee you'll need the following information about your new Company:

• The name of your new Tennessee Professional Corporation along with your second choice of a name in case the name that you want is not available
  
• Physical address of the Corporation office in Tennessee (not a PO Box)
  
• Name and address of your Tennessee Registered Agent (not a PO Box)
  
• Names and addresses of the initial Directors of the Tennessee Professional Corporation

Remember - ALL the information that you provide when you Incorporate in Tennessee becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Tennessee.

Processing times for new Tennessee Professional Corporation applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Tennessee Articles of Incorporation takes the state around 2 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your Tennessee LLC.

We are dependent on, and have no control over, the staff and systems of the Tennessee Secretary of State.

In our experience 2 business days is the time it usually takes the Tennessee Secretary of State to process a new Tennessee Professional Corporation application. We get your Tennessee Professional Corporation application to the TN Secretary of State ASAP. Once it is at the state we have no control over the new Tennessee Professional Corporation application process.

The state of Tennessee charges $120.00 to Incorporate a Professional Corporation.  This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the TN Secretary of State.  If you choose All Business Documents to help you form your Professional Corporation in Tennessee our processing fees are $125.00.  We start processing your new Tennessee Professional Corporation order as soon as we get it.

Our service includes:

• TN Name Check and Reservation
• Prepare Articles of Incorporation
• File Articles of Incorporation with the Tennessee Secretary of State
• Certified Copies of Articles of Incorporation
• Tennessee Professional Corporation Checklist
• Priority Mail Delivery
• Unlimited Customer Support

If you are ready to Form a Tennessee Professional Corporation simply choose which Tennessee Professional Corporation options that you want below then click the Next Step button.  You will be directed to a screen on which you can enter your specific Tennessee Professional Corporation information and finalize your order.

If you have any questions regarding our Tennessee Professional Corporation services you can call us at 855-771-2477 or email us at CorpServices@AllBizDocs.com.