How to Form a Professional Corporation in Tennessee (2023 Guide)

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Introduction

Forming a professional corporation in Tennessee can be a rewarding endeavor for individuals in various fields, including lawyers, architects, doctors, and engineers, seeking to operate as professional entities. Not only does it provide liability protection, much like a regular corporation, but it also allows professionals to conduct business under a more structured framework. In this comprehensive guide, we will walk you through the step-by-step process of forming a professional corporation in Tennessee in 2023.

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Understanding a Professional Corporation in Tennessee

A professional corporation, also commonly referred to as a "PC," is a type of corporation specifically designed for professionals who require a state license in order to practice their respective professions. These include, but are not limited to, doctors, lawyers, accountants, engineers, architects, and more.

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One of the primary advantages of operating as a professional corporation is the limited liability feature it offers. This means that the personal assets of the shareholders are generally protected, should any legal disputes or liabilities arise in connection with the corporation's professional activities.

Steps to Forming a Professional Corporation in Tennessee

Follow these steps to form a professional corporation in Tennessee in 2023:

Step 1: Choose a Name for Your Professional Corporation

Selecting an appropriate name is crucial when establishing your professional corporation. The name must be distinguishable from other businesses, and it cannot include terms that may mislead the public into believing the corporation offers services beyond the scope of its professional services.

Prior to finalizing the name, it is advisable to conduct a search on the Tennessee Secretary of State's online database to ensure the desired name is available.

Step 2: Appoint a Registered Agent

As per Tennessee law, every professional corporation must have a registered agent for service of process. This individual or entity will be responsible for receiving legal documents, such as lawsuits or summons, on behalf of the corporation. The registered agent must have a physical address within the state of Tennessee.

You may choose to serve as your own registered agent, or you could opt for professional registered agent services available throughout the state.

Step 3: Prepare and File the Articles of Incorporation

To officially form your professional corporation, you must file the Articles of Incorporation with the Tennessee Secretary of State. The articles require the following information:

- The name of the corporation

- The address of the corporation's principal office

- The name and address of the registered agent

- The names and addresses of the incorporators

- The type of professional services offered

Additionally, you will need to include a $100 filing fee (as of 2023) with your submission. The Secretary of State's website provides a sample Articles of Incorporation form that can be customized to suit your professional corporation's specific needs.

Step 4: Draft and Approve Corporate Bylaws

While not mandatory under Tennessee law, it is highly recommended to create corporate bylaws for your professional corporation. Bylaws establish the internal rules and structure of the corporation, such as the roles and responsibilities of directors, officers, and shareholders, as well as voting procedures and meeting requirements.

Expert legal counsel should be consulted in the drafting and approval of bylaws to ensure compliance with all relevant state laws and regulations.

Step 5: Obtain Necessary Licenses and Permits

As professionals, members of the corporation must have the appropriate licenses and permits for their specific fields. Before commencing professional operations, ensure that all necessary licenses are obtained and remain valid.

Step 6: Organize the First Board of Directors Meeting

Once the professional corporation is formed, it is vital to organize the first board of directors meeting. During this meeting, initial resolutions should be passed to solidify the corporation's internal affairs, such as electing officers, adopting bylaws, authorizing bank accounts, taking taxation decisions, and addressing any other relevant matters.

Step 7: Fulfill Ongoing Reporting and Compliance Obligations

To maintain your professional corporation in good standing, you must fulfill ongoing reporting and compliance obligations. These may include annual filings with the Secretary of State, maintaining corporate minutes, keeping accurate financial records, and complying with all applicable state laws and regulations.

Conclusion

Forming a professional corporation in Tennessee in 2023 requires meticulous attention to the various steps and legal requirements involved. By carefully following this guide and seeking professional advice where necessary, aspiring professionals can successfully establish their professional corporations, enjoy limited liability protection, and conduct their business ventures compliantly and ethically within the state. Remember, legal and regulatory frameworks may evolve over time, so it's always advisable to review the most current laws and guidelines involved in forming a professional corporation in Tennessee.

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