Incorporation

Tenn. Code Ann. tit. 48, ch. 12

in effect

Tenn. Code Ann. § 48-12-101 Incorporators.

48-12-101. Incorporators. One (1) or more persons may act as the incorporator or incorporators of a corporation by delivering a charter to the secretary of state for filing. If any incorporator dies or is for any reason unable to act, the other incorporators, if any, may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in the incorporator's stead or, if such other person also dies or is for any reason unable to act, or the incorporator was not acting as agent, the incorporator's legal representative may act. Acts 1986, ch. 887, § 2.01.

Tenn. Code Ann. § 48-12-102 Charter.

48-12-102. Charter. (a) The charter must set forth: (1) A corporate name for the corporation that satisfies the requirements of § 48-14-101; (2) The number of shares the corporation is authorized to issue; (3) The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office; (4) The name and address and zip code of each incorporator; (5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office); (6) Information required by chapter 16 of this title; and (7) A statement that the corporation is for profit. (b) The charter may set forth: (1) The names and addresses of the individuals who are to serve as the initial directors; (2) Provisions not inconsistent with law: (A) Stating the purpose or purposes for which the corporation is organized; (B) Regarding the management of the business and regulating the affairs of the corporation; or (C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders; (3)(A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director: (i) For any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) Under § 48-18-302; (B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c); and (4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws. (c) The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title. Acts 1986, ch. 887, § 2.02; 1987, ch. 273, §§ 20, 21, 48; 1991, ch. 188, § 2; 1994, ch. 776, §§ 6-8; 2012, ch. 1051, §§ 16-18; 2014, ch. 783, §§ 1, 2.

Tenn. Code Ann. § 48-12-103 Incorporation.

48-12-103. Incorporation. (a) Unless a delayed effective date is specified, the corporate existence begins when the charter is filed by the secretary of state. (b) The secretary of state's filing of the charter is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. Acts 1986, ch. 887, § 2.03; 1987, ch. 273, § 22.

Tenn. Code Ann. § 48-12-104 Liability for preincorporation transactions.

48-12-104. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under chapters 11-27 of this title, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who knew or reasonably should have known that there was no incorporation. Acts 1986, ch. 887, § 2.04.

Tenn. Code Ann. § 48-12-105 Organization of corporation.

48-12-105. Organization of corporation. (a) After incorporation: (1) If initial directors are named in the charter, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; (2) If initial directors are not named in the charter, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators and upon at least two (2) days' notice of the date, time, and place of the meeting to: (A) Elect directors and complete the organization of the corporation; or (B) Elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by chapters 11-27 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting. If all incorporators consent to taking such action without a meeting, the affirmative vote of the number of incorporators that would be necessary to authorize or take such action at a meeting is the act of the incorporators. The action must be evidenced by one (1) or more written consents describing the action taken, signed by each incorporator in one (1) or more counterparts, indicating each signing incorporator's vote or abstention on the action, and shall be included in the minutes or filed with the corporate records reflecting the action taken. (c) An organizational meeting may be held in or out of this state. (d) If the corporate existence of a corporation has begun pursuant to § 48-12-103, no action of such corporation shall be invalid solely as a result of the failure to hold an organizational meeting or otherwise complete the organization of the corporation as contemplated in subsection (a). Acts 1986, ch. 887, § 2.05; 1994, ch. 776, § 9.

Tenn. Code Ann. § 48-12-106 Bylaws.

48-12-106. Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the charter. Acts 1986, ch. 887, § 2.06.

Tenn. Code Ann. § 48-12-107 Emergency bylaws.

48-12-107. Emergency bylaws. (a) Unless the charter provides otherwise, the board of directors or the incorporators of a corporation may adopt bylaws to be effective only in an emergency. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. Acts 1986, ch. 887, § 2.07; 1987, ch. 273, § 23; 2012, ch. 1051, § 19.

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