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Form a Business

Filing Documents

Tenn. Code Ann. tit. 48, ch. 11, pt. 3
in effect

Tenn. Code Ann. § 48-11-301 Filing requirements.

48-11-301. Filing requirements. (a) The form and filing of a document must satisfy the requirements of this section, and of all other applicable sections or rules that add to these requirements, to be entitled to filing by the secretary of state. (b) Chapters 11-27 of this title must require or permit filing the document in the office of the secretary of state. (c) The document must contain the information required by chapters 11-27 of this title and other information as may be required by the secretary of state. It may contain other information as well. (d) The secretary of state may prescribe, and shall furnish upon request, forms for documents required or permitted to be filed by all chapters of this title. If the secretary of state has prescribed a mandatory form for the document, then the document must be in or on the prescribed form or a conformed copy thereof. In the absence of a specific rule, the document must be capable of being printed in ink in a clear and legible fashion on one (1) side of letter size paper. (e) The document must be in the English language. A corporate name need not be in English if written in English letters, or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation. (f) The document must be executed: (1) By the chair of the board of directors of a domestic or foreign corporation, by its president, or by another of its authorized officers; (2) If directors have not been selected or the corporation has not been formed, by an incorporator; or (3) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (g) The person executing the document must sign it and state beneath or opposite the person's signature the person's name and the capacity in which the person signs. The document may, but need not, contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary; (3) An acknowledgement, verification, or proof; or (4) The date the document is signed, except that the date is required for the annual report for the secretary of state. (h) If the secretary of state has prescribed a mandatory form and filing method for any filing required or authorized by this chapter, then the document must be in or on the prescribed form. (i) The document must be delivered to the office of the secretary of state for filing in the manner and form prescribed by the secretary of state and must be accompanied by the correct filing fee, and any corporate tax, license fee, interest, or penalty required by chapters 11-27 of this title. (j) Whenever this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following apply: (1) The manner in which the facts will operate upon the terms of the plan or filed document must be set forth in the plan or filed document; (2) The facts may include, but are not limited to: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the corporation or any other party to a plan or filed document; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document; (3) As used in this subsection (j): (A) “Filed document” means a document filed with the secretary of state under chapters 11-27 of this title, except chapter 25 or § 48-26-203; and (B) “Plan” means a plan of domestication, nonprofit conversion, entity conversion, merger, or share exchange; (4) None of the following provisions of a plan or filed document are made dependent on facts outside the plan or filed document: (A) The name and address of any person required in a filed document; (B) The registered office of any entity required in a filed document; (C) The registered agent of any entity required in a filed document; (D) The number of authorized shares and designation of each class or series of shares; (E) The effective date of a filed document; or (F) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given; and (5) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document, and that fact is not ascertainable by reference to a source described in subdivision (j)(2)(A) or a document that is a matter of public record, or the affected shareholders have not received notice of the fact from the corporation, then the corporation shall file with the secretary of state articles of amendment setting forth the fact promptly after the time when the fact referred to is first ascertainable or thereafter changes. Articles of amendment under this subdivision (j)(5) are deemed to be authorized by the authorization of the original filed document or plan to which they relate and may be filed by the corporation without further action by the board of directors or the shareholders. (k) The secretary of state may promulgate appropriate rules establishing acceptable methods for execution of any document to be filed with the secretary of state. (l) All documents submitted to the secretary of state for filing shall contain a statement that makes it clear that the documents are being filed pursuant to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title. (m) The secretary of state may establish procedures for the filing of documents with the secretary of state by means of electronic transmission. (n) Notwithstanding any other law to the contrary, whenever this title requires that an application or other document submitted to the secretary of state for filing be accompanied by a confirmation of good standing, tax clearance for termination or withdrawal, or other similar communication of taxpayer status by the commissioner of revenue, then that requirement is met, and a paper certificate need not accompany the application or other document, if the commissioner provides to the secretary of state electronic verification of the required information. Upon request of the person seeking certificate information, the commissioner shall provide to the secretary of state electronic verification in lieu of a paper certificate. Acts 1986, ch. 887, § 1.30; 1987, ch. 273, § 7; 1989, ch. 451, § 2; 1991, ch. 188, § 1; 1994, ch. 776, § 4; 1999, ch. 80, § 1; 2010, ch. 741, § 2; 2011, ch. 99, §§ 23, 24; 2012, ch. 1051, §§ 8, 9; 2020, ch. 719, § 4.

Tenn. Code Ann. § 48-11-302 Forms and filing methods.

48-11-302. Forms and filing methods. (a) The secretary of state may prescribe and furnish forms and filing methods for all filings required by this title. (b) If the secretary of state so requires, then use of these forms and filing methods is mandatory. Acts 1986, ch. 887, § 1.31; 1987, ch. 273, § 8; 2012, ch. 1051, § 10; 2020, ch. 719, § 5.

Tenn. Code Ann. § 48-11-303 Filing, service, and copying fees.

48-11-303. Filing, service, and copying fees. (a) The secretary of state shall collect the following fees when the documents described in this subsection (a) are delivered to the secretary of state for filing: Document Fee (1) Charter (including designation of initial registered office and agent) $100.00 (2) Application for use of indistinguishable name 20.00 (3) Application for reserved name 20.00 (4) Notice of transfer or cancellation of reserved name 20.00 (5) Application for registered name 20.00 (6) Application for renewal for registered name 20.00 (7) Application for or change, cancellation, or renewal of assumed name 20.00 (8) Corporation's statement of change of registered agent or registered office, or both 20.00 (9) Agent's statement of change of registered office 5.00 per corporation, but not less than 20.00 (10) Agent's statement of resignation 20.00 (11) Charter amendment 20.00 (12) Restatement of charter 20.00 (13) Amended and restated charter 20.00 (14) Articles of entity conversion 100.00 (15) Articles of charter surrender 20.00 (16) Statement of abandonment of merger, conversion or share exchange 20.00 (17) Articles of merger or share exchange 100.00 (18) Articles of dissolution and termination by incorporators or directors 20.00 (19) Articles of dissolution 20.00 (20) Articles of revocation of dissolution 20.00 (21) Articles of termination of corporate existence 20.00 (22) Certificate of administrative dissolution No fee (23) Application for reinstatement following administrative dissolution 70.00 (24) Articles of termination following administrative dissolution or revocation 100.00 (25) Certificate of reinstatement No fee (26) Certificate of judicial dissolution No fee (27) Application for certificate of authority (including designation of initial registered office and agent) 600.00 (28) Application for amended certificate of authority 20.00 (29) Application for certificate of withdrawal 20.00 (30) Certificate of revocation of authority to transact business No fee (31) Application for certificate of withdrawal following administrative revocation 100.00 (32) Application for reinstatement following administrative revocation 70.00 (33) Annual report 20.00 (34) Articles of correction 20.00 (35) Application for certificate of existence or authorization 20.00 (36) Any other document required or permitted to be filed by chapters 11-27 of this title 20.00 (b) The secretary of state shall collect a fee of twenty dollars ($20.00) each time process is served on the secretary of state under chapters 11-27 of this title. The party to a proceeding causing service of process is entitled to recover this fee as costs if such party prevails in the proceeding. (c) The secretary of state shall collect a fee of twenty dollars ($20.00) for copying all filed documents relating to a domestic or foreign corporation. All such copies will be certified or validated by the secretary of state. (d) In addition to the other filing requirements of chapters 11-27 of this title, a copy of all documents specified in subdivisions (a)(1) and (11)-(20) shall also be filed in the office of the register of deeds in the county wherein a corporation has its principal office, if such principal office is in Tennessee, and in the case of a merger, in the county in which the new or surviving corporation shall have its principal office if such principal office is in Tennessee. The register of deeds may charge five dollars ($5.00) plus fifty cents (50¢) per page in excess of five (5) pages for such filing. Acts 1986, ch. 887, § 1.32; 1987, ch. 273, § 9; 1989, ch. 451, §§ 3, 33; 1991, ch. 188, § 6; 1998, ch. 784, § 1; 1998, ch. 890, § 1; 2000, ch. 568, § 1; 2012, ch. 1051, §§ 11, 12.

Tenn. Code Ann. § 48-11-304 Effective time and date of document.

48-11-304. Effective time and date of document. (a) Except as provided in subsection (b) and § 48-11-305(c), a document accepted for filing is effective: (1) At the time of filing on the date it is filed by the secretary of state, as evidenced by the secretary of state's date and time endorsement on the original document; and (2) At the time specified in the document as its effective time on the date it is filed. (b) A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but not time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date it is filed by the secretary of state. Notwithstanding the foregoing, documents specified in § 48-11-303(a)(3)-(7), (15), (16), (20), (21), (25), (31), (33) and (34) may not specify a delayed effective time and date. (c) The secretary of state shall not file any charter or application for a certificate of authority unless that document designates the registered agent and registered office of such domestic or foreign corporation in accordance with chapters 15 and 25 of this title. The secretary of state shall not file any other document under chapters 11-27 of this title if at the time of filing the domestic or foreign corporation does not have a registered agent or registered office designated at such time, unless at the time such document is received for filing the secretary of state also receives for filing a statement designating such registered agent or registered office, or both. Acts 1986, ch. 887, § 1.33; 1987, ch. 273, §§ 10-13; 1991, ch. 188, § 13; 2012, ch. 1051, § 13.

Tenn. Code Ann. § 48-11-305 Correcting filed document.

48-11-305. Correcting filed document. (a) A domestic or foreign corporation may correct a document filed by the secretary of state if the document: (1) Contains an incorrect statement; or (2) Was defectively executed, attested, sealed, verified, or acknowledged. (b) A document is corrected by: (1) Preparing articles of correction that: (A) Describe the document (including its filing date) or attach a copy of it to the articles; (B) Specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (C) Correct the incorrect statement or defective execution; and (2) Delivering the articles to the secretary of state for filing. (c) Articles of correction are effective on the effective time and date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed. Acts 1986, ch. 887, § 1.34; 1987, ch. 273, § 14.

Tenn. Code Ann. § 48-11-306 Filing duty of secretary of state.

48-11-306. Filing duty of secretary of state. (a) If the form and filing of a document delivered to the office of the secretary of state for filing satisfies the requirements of this section, and of all other applicable sections or rules that add to these requirements, then the secretary of state must file it. (b) The secretary of state files a document by stamping or otherwise endorsing “Filed”, together with the secretary of state's name and official title and the date and time of receipt, on the document. After filing a document, except for filings pursuant to §§ 48-15-103, 48-25-109, and 48-26-203, the secretary of state shall deliver the document, with the filing fee receipt (or acknowledgment of receipt if no fee is required) attached, to the domestic or foreign corporation or its representative in due course. A domestic or foreign corporation or its representative may present to the secretary of state an exact or conformed copy of the document presented for filing together with the document, and, in that event, the secretary of state shall stamp or otherwise endorse the exact or conformed copy “Filed”, together with the secretary of state's name and official title and the date and time of receipt, and immediately return the exact or conformed copy to the party filing the original of the document. (c) If the secretary of state refuses to file a document, then the secretary of state must return it to the domestic or foreign corporation or its representative within a reasonable time after the document was received for filing, together with a brief, written explanation of the reason for the secretary of state's refusal. (d) The secretary of state's duty to file documents under this section is ministerial. The secretary of state's filing or refusing to file a document does not: (1) Affect the validity or invalidity of the document in whole or part; (2) Relate to the correctness or incorrectness of information contained in the document; (3) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect; or (4) Establish that a document purporting to be an exact or conformed copy is in fact an exact or conformed copy. (e) Any corporate document that meets the requirements of chapters 11-27 of this title and any applicable rules for filing and recording must be received, filed, and recorded by the appropriate office, notwithstanding any contrary requirements found in any other laws of this state. Acts 1986, ch. 887, § 1.35; 1987, ch. 273, §§ 15, 16; 2012, ch. 1051, § 14; 2020, ch. 719, § 6.

Tenn. Code Ann. § 48-11-307 Appeal from secretary of state's refusal to file document.

48-11-307. Appeal from secretary of state's refusal to file document. (a) If the secretary of state refuses to file a document delivered to the secretary of state's office for filing, the domestic or foreign corporation may appeal the refusal to the chancery court of Davidson County. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's explanation of the secretary of state's refusal to file. (b) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate. (c) The court's final decision may be appealed as in other civil proceedings. (d) Any judicial review of the secretary of state's refusal to file a document shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5. Acts 1986, ch. 887, § 1.36.

Tenn. Code Ann. § 48-11-308 Evidentiary effect of copy of filed document.

48-11-308. Evidentiary effect of copy of filed document. A certificate attached or certification affixed to a copy of a document filed by the secretary of state, bearing the secretary of state’s signature, which may be an electronic transmission, and the seal of this state, is conclusive evidence that the original document is on file with the secretary of state. Acts 1986, ch. 887, § 1.37; 1987, ch. 273, § 17; 2012, ch. 1051, § 15; 2025, ch. 94, § 44.

Tenn. Code Ann. § 48-11-309 Certificate of existence or authorization.

48-11-309. Certificate of existence or authorization. (a) Any person may apply to the secretary of state to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation authorized to transact business in this state. (b) A certificate of existence or authorization sets forth: (1) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state; (2) That: (A) The domestic corporation is duly incorporated under the laws of this state, the effective date of its incorporation, and the period of its duration if less than perpetual; or (B) The foreign corporation is authorized to transact business in this state; (3) That all fees, taxes and penalties owed to this state have been paid, if: (A) Payment is reflected in the records of the secretary of state or the department of revenue; and (B) Nonpayment allows: (i) Administrative dissolution of a domestic corporation; or (ii) Administrative revocation of the certificate of authority of a foreign corporation; (4) That its most recent annual report required by § 48-26-203 has been filed with the secretary of state; (5)(A) For a domestic corporation: (i) That articles of termination of existence have not been filed; (ii) Whether or not articles of dissolution have been filed and remain effective; (iii) Whether or not a certificate of dissolution has been filed and remains effective; and (iv) That a decree of judicial dissolution has not been filed; (B) For a foreign corporation: (i) That a certificate of withdrawal has not been filed; and (ii) Whether or not a certificate of revocation of certificate of authority has been filed and remains effective; (6) That the certificate is effective as of the date of the issuance of the certificate; and (7) Other facts of record in the office of the secretary of state that may be requested by the applicant. (c) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the secretary of state is effective as of the date on the certificate and may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business in this state and is in good standing. Acts 1986, ch. 887, § 1.38; 1987, ch. 273, § 18; 1991, ch. 188, § 12; 1994, ch. 776, § 5; 2010, ch. 742, § 1; 2011, ch. 99, § 25.

Tenn. Code Ann. § 48-11-310 Penalty for signing false document.

48-11-310. Penalty for signing false document. A person who signs a document, knowing it to be false in any material respect, with intent that the document be delivered to the secretary of state for filing, commits a Class A misdemeanor. Acts 1986, ch. 887, § 1.39; 1989, ch. 591, §§ 1, 6.
Source: Tennessee Code (state release 76 via Public.Resource.Org) + public chapters (Tennessee Secretary of State)URL: https://archive.org/download/gov.tn.tca/release76.2021.05.21/gov.tn.tca.title.48.htmlFetched: 10/24/2026

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