The Tennessee Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit and not a foreign corporation under the rules of the state of Tennessee. One or more persons may act as the incorporator or incorporators of a corporation. Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its charter. Each corporation shall maintain a registered office and registered agent in the state of Tennessee. The registered office may be the same as any of its places of business.
Unless its charter provide a corporation has perpetual duration and succession in its corporate name. It has the same powers as a natural person to do all things necessary to carry out its business. Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or words or abbreviations of like import in another language. A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its charter.
The corporate existence of a corporation begins when the charter is filed with the Department of State. After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers adopting bylaws, and carrying on any other business brought before the meeting.
The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation. The bylaws shall not be inconsistent with its charter or with the laws of the state of Tennessee.
All corporate powers shall be exercised by or under the authority of its board of directors. The authority of the board of directors shall be subject to any limitation set forth in the charter.
The charter or bylaws may prescribe qualifications for directors. A director need not be a resident of the state of Tennessee or a shareholder of the corporation unless the charter or bylaws so prescribe. Board of directors shall consist of one or more natural persons with the number specified in or fixed in accordance with the charter or bylaws. The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the charter or the bylaws.
The charter shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized the charter shall prescribe a distinguishing designation for each class.
A corporation may hold the annual shareholders’ meeting in or outside the state of Tennessee at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office. Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.
To learn more about Tennessee corporations, please visit the Tennessee Department of State Corporations website.