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A big resource for small businesses.

As the backbone of our state's economy, small businesses make up a majority of all companies in Tennessee. Some of the world’s largest and most well-known companies were started right here in the Volunteer State. Like each of these established businesses, success began with a small business owner who dared to dream big and didn't shy away from hard work. 

 

The challenges that entrepreneurs face are often intimidating. Adequate support and resources are crucial to navigating the early stages of any new venture. Whether you’re just starting out or you just completed your business plan, this website will guide you through the step-by-step process of establishing a business in Tennessee. 

 

We hope you will find this guide helpful and informative. After all, our future success relies on the expansion of small businesses. With one of the country's best business climates, there's no better place to grow a business than Tennessee. 

Steps to registering a business in Tennessee

  • Step
    Name
  • Step
    Legal
  • Step
    Taxes
  • Step
    Employ
  • Step
    License
  • Step
    Resources
  • Step
    Guide

Step One

Check the Availability of Your Company’s Name

Step 1

Is the business name you are thinking of already in use?

Search the name of your business through the Tennessee Secretary of State’s Office. The "Business Name Availability" tool allows you to determine if the proposed business name is available in Tennessee.

Step Two

Defining Your Business Legal Structure

Step 2

What legal structure is best for my business?

Once you’ve verified that your chosen business name is available, it’s necessary to determine how your business will be defined legally. Liability and taxes are defined by your business’s legal structure, as well as the ease or difficulty for growth. Don’t worry if you’re not quite ready to form your business entity just yet, you can reserve your chosen business name by filing a Name Reservation Form with the Tennessee Secretary of State office.

Briefly, here are your options:

Sole Proprietorship – This is when your business is owned solely by you.

Pros:

  • Easiest and least expensive form of ownership to organize
  • Sole proprietors receive all income generated by the business to keep or reinvest
  • The business is easy to dissolve, if desired

Cons:

  • Sole proprietors are responsible for the business as individuals, thus personal assets are vulnerable in a legal action
  • May be at a disadvantage in raising funds and are often limited to using funds from personal savings or consumer loans
  • Difficult to monetize for sale

General Partnership – This is when your business is owned by you along with one or more other individuals.

You have to file with form SS-4514, too.

Pros:

  • Simple and inexpensive to set-up and operate
  • All of the profits go to the partners

Cons:

  • You are equally liable for the decisions that your partners make
  • It is more difficult to change ownership, should you want to leave the business
  • You are responsible for the business as individuals, thus personal assets are vulnerable in a legal action

If you go with one of these legal structures, you may want to trademark your business name.

You should contact your local county or municipal clerk to get a business license for a Sole Proprietorship or General Partnership.


Limited Partnership – This is when your business has one or more general partners and one or more limited partner.

Pros:

  • Limited partners’ personal assets are generally less vulnerable in a legal action against the business.
  • All profits for to the partners

Cons:

  • General partners’ personal assets are more vulnerable in a legal action
  • It is more difficult to change ownership, should you want to leave the business

Limited Liability Partnership – This is a general partnership with some limited liability options.

A limited liability partnership is usually formed by a general partnership that desires limited liability but finds it too difficult to organize as a limited liability company. Usually, a new business would not start out as a Limited Liability Partnership.


Limited Liability Company (LLC) – This is a mix of the partnership and corporation legal structure.

Owners of an LLC are called members.

Pros:

  • Owners have limited personal liability for the debts and actions of the LLC
  • Pass-through taxation

Cons:

  • Can be difficult to set up
  • Expensive to organize

Corporation – This is when your business is created as a separate legal entity and returns profit to its owners.

For-Profit Corporation - Owners of a corporation are called shareholders. There are two general types of corporations: C and subchapter S.

Pros:

  • Shareholders have limited liability for the corporation’s debts and judgments in legal actions.

Cons:

  • Corporations are a more complex type of legal entity. There is more paperwork to comply with regulations at the local, state, and federal level.

    C or Standard –
    • Taxed twice: Shareholders pay taxes on their earnings and the corporation also pays its own taxes.
    • May be domestic or foreign and works for large groups of investors

    Subchapter S (aka Small Business Corporation, file with IRS) –
    • Can avoid paying taxes twice by passing items to shareholders
    • Must be domestic and limited to no more than 100 citizen or legal resident shareholders

Foreign-Owned (Out of State) Corporations (all types) – If you incorporated your business outside of Tennessee and you want to relocate or conduct business in Tennessee, you need to decide if you want to operate as a foreign-owned business or establish a Tennessee business. To register, a foreign-owned business must submit a Certificate of Existence/Authorization or letter of good standing from the original state.


Nonprofit Corporation – This is when your business is created as a separate legal entity and will use surplus revenues to achieve its goals rather than distributing them as profit or dividends.


The Secretary of State offers online tools, which allow you to form or register a new business, and then contact your local county or municipal clerk for information about getting a business license.


Recommendation: Consult an attorney or CPA to determine the best structure for your business needs.


Step Three

Identify the basic tax obligations of operating your business in Tennessee.

Step 4

What are my tax obligations in Tennessee?

First, a business identification number: SSN or FEIN?

You must have a Federal Employer Identification Number (FEIN) if your business is a partnership or corporation, or if you pay wages to anyone other than yourself. It is issued by IRS.

If your business is a sole proprietorship or a general partnership, your Social Security number (SSN) will also be your business entity identification number. Sole proprietorships and general partnerships are not liable for franchise and excise taxes.

Consider: An FEIN gives your business a unique number that is not a SSN, and business information is public record.

Now, on to tax registration for your business…

All businesses register with the Tennessee Department of Revenue. You can use the online tax registration.

To learn more about the particular taxes your business might be subject to, Revenue provides this overview or you can attend a new business workshop.

These are not the only taxes your business might be responsible for filing. For example, Revenue is also responsible for collecting taxes and fees for on and off premise alcoholic beverages, bail bond, tobacco, and professional privilege, among others.

Tangible Personal Property is filed by "(a) All partnerships, corporations, other business associations not issuing stock and individuals operating for profit as a business or profession, including manufacturers, except those whose property is entirely assessable by the comptroller of the treasury" per TCA 67-5-903. Learn more about on the Tennessee Comptroller of the Treasury Division of Property Assessments’ website.

Contact your county’s tax assessor for more specific information.

Important dates to remember:

February 1 Personal Property Schedules mailed to each business owner by this date
March 20 Assessment change notices mailed
September 1 Last day to file an amended Personal Property Schedule for the previous tax year.
October 1 Current year’s taxes become due and payable on this date.
Full calendar here.

Step Four

Will your business employ additional staff?

Step 3

Will you employ any staff?

Yes:

Complete Tennessee Department of Labor and Workforce Development’s (LWFD) Report to Determine Status and Apply for an Employer Number. This determines whether a company is responsible for unemployment insurance (UI). UI is fully funded by employers.

New Hire Reporting - All employers must submit their new hire reports. Register online.

Workman’s Compensation – Who is required to carry Workers' Compensation insurance on their employees?

  • All employers with five or more full- or part-time employees.
  • All employers in the construction or mining industry must have coverage if they have any employees or corporate officers.
  • State and local governments and those employing farm laborers or domestic help are exempt, but may elect workers' compensation coverage.

Benefits are paid by the employer or the employer's insurance carrier. Read more.

Worker’s Compensation Exemption Registry

To qualify for a worker’s compensation exemption, an applicant must be an individual who is a sole proprietor and owns 100% of the assets of the business, or an officer of a corporation, or a member of a limited liability with at least a 20% ownership interest, or a partner in a partnership with at least 20% ownership interest. In addition, an applicant may qualify for the exemption if the applicant and members of the same family of the applicant hold at least 95% ownership of the business.

Construction services providers who meet the business ownership requirements can file an initial Workers' Compensation Exemption Registration (see complete instructions here). The form may be submitted electronically, via the postal service or in person. Workers' Compensation Exemption Registry FAQs

Use Drug-free Workplace Program and get a premium credit on your workman’s compensation!

No:

Complete LWFD’s Report to Determine Status and Apply for an Employer Number.

Refer to LWFD’s website for additional resources and an information dense handbook.

Step Five

Is your business required to register with other departments or agencies?

Step 5

Are there other regulations, licenses for permits for your business?

Alcoholic Beverage Commission -
Who: On and off-premises alcoholic consumption, wholesalers, winery and distillery licenses

Department of Agriculture, Consumer and Industry Services -
Who: Feed, seed fertilizer, pesticides, weights and measures, food and dairy, plant and animal

Department of Commerce and Insurance -
Who: (A lot! When in doubt, try here first.) Accountancy, architecture and engineering examiners, auctioneers, barbers, contractors/home improvement license, cosmetology, funeral directors, insurance companies, plumbers, private protective services, surveyors and appraisers, et.al.

Department of Environment & Conservation -
Who: businesses that effect air (dry cleaners, gas stations), land resources (drilling, grading), natural resources, water use, work in or near water (manufacturers) - Permit Requirements Guide

Department of Financial Institutions -
Who: banks, check cashers, credit unions, development corporations, mortgage companies, ATM services, et. al.

Department of Health -
Who: Acupuncture, athletic trainer, body piercing, childcare, counselor, EMS, food service establishments, hotels, massage therapists, professional and facility licensing, swimming pools, tattoo artists, vet techs (and quite a few others, especially medical related)

Department of Intellectual and Developmental Disabilities -
Who: Long-term care facilities and personal support services for those with disabilities

Department of Labor and Workforce Development -
Who: In addition to the employers/employee aspect, they handle licensing and permitting for mine safety and amusements parks and fairs.

Department of Mental Health and Substance Abuse Services -
Who: alcohol and drug abuse, developmental disability and mental health facilities/services and personal support services

This list is not comprehensive, and some licensing agencies may be federal (ATF, EPA , FDA, etc.). A comprehensive list of Tennessee departments and agencies can be found here.

Additional information on laws, appointments to boards and commissions, hearings and public meetings can be found on the respective websites. Pending and effective rules and hearing notices can be found here.

Step Six

What other resources can assist you with your business?

Step 6

Now you have a good overview of getting your business setup, here are some other resources to assist you with your business…

State Resources:

Federal Resources:

  • Business USA - business resources portal (broad range of topics - startup, expansion, exporting, etc.)
  • IRS, Small Business Center – tax information and filing resource with detailed information for small business and self-employed
  • Office of the National Ombudsman - assists in resolution of issues concerning small businesses and federal agencies
  • SCORE (SBA sponsored) – volunteer corps of mentors and business counselors offering training and workshops
  • Small Business Administration - TN – provides information on access to capital, resources and manages the 8(a) business development program, among others

Step Seven

Congratulations!

Smart Start Small Business Guide

You’ve completed the step-by-step guide for starting a business in Tennessee. For more comprehensive small business start-up information, please download a free copy of Tennessee Smart Start Small Business Guide. The guide addresses other topics as well, from types of insurance to government contracting to finance options to exporting and more.



 

 

This information is a general guideline for registering your business. Aspects of your business may require additional steps, registrations or licenses; and you may need to consult an attorney, CPA or business counselor. If you have questions or need additional information about starting a business in Tennessee, please contact the Small Business Advocate in the Office of the Tennessee Comptroller of the Treasury at smallbusiness.advocate@cot.tn.gov. This page is administered by the Tennessee Department of Economic and Community Development.