Fill and Sign the Tennessee Corporation File Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. STATE OF TENNESSEE PROFESSIONAL CORPORATION Control Number: TN-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL CORPORATION for Licensed Professionals STATE OF TENNESSEE Electronic Version Statutory References The TENNESSEE CODE may be accessed at: http://www.michie.com/ TENNESSEE CODE, Title 48: Corporations and Associations TENNESSEE CODE, Title 48 - Chapter 101 - Part 6: Professional Corporation Act Introduction and Law Summary The corporate practice of state licensed professions in the State of Tennessee is controlled generally by the Business Corporation Law as set out in TENNESSEE CODE, Title 48: Corporations and Associations. However, in Chapter 101, Part 6 of that Title, there are specific provisions applicable to professional corporations. In addition to the statutory provisions relative to the corporate practice of a licensed profession and the profession-specific provisions of law applicable to the practice (TENNESSEE CODE, Title 62: Professions), both individuals and professional corporations which engage in professional practice are subject to the rules and regulations of the Tennessee State Board of Examiners/State Regulatory Board for the subject profession. PRIOR TO FILING THE APPLICATION FOR RESERVATION OF ENTITY NAME AND/OR THE CHARTER FORMING A PROFESSIONAL CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A STATE-LICENSED PROFESSION, YOU SHOULD CONTACT THE APPROPRIATE BOARD OF EXAMINERS/ REGULATORY BOARD TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS, AND THAT YOU HAVE SENT, OR WILL SEND, ALL REQUIRED CERTIFICATES, CERTIFIED COPIES, ETC., TO THE BOARD. A professional corporation authorized to transact business in Tennessee may not render professional services in this state until it delivers a certified copy of its charter for filing to each licensing authority with jurisdiction over a professional service described in the charter if required by a rule promulgated by the licensing authority having authority over professional services rendered by employees of the corporation. CHARTER In addition to meeting the standard statutory requirements, the Charter of a professional corporation must state (1) the corporation is a professional corporation, and (2) specify the profession to be practiced by the corporation. RENDERING PROFESSIONAL SERVICE No professional corporation may render professional services except through individuals authorized by law to render such professional services as individuals. PROFESSIONAL RELATIONSHIP AND LIABILITY Each individual who renders professional services as an employee of a domestic or foreign professional corporation is liable for such individual's own negligent or wrongful acts or omissions to the same extent as if that individual rendered the services as a sole practitioner. An employee of a domestic or foreign professional corporation is not liable, however, for the conduct of other employees of the corporation unless that employee is also at fault. A domestic or foreign professional corporation whose employees perform professional services within the scope of their employment or of their apparent authority to act for the corporation is liable to the same extent as its employees. Except as otherwise provided by statute, the personal liability of a shareholder of a domestic or foreign professional corporation is no greater in any respect than the liability of a shareholder of a corporation incorporated under the Tennessee Business Corporation Act, compiled in chapters 11-27 of Title 48. CORPORATE PURPOSE A professional corporation organized to engage in a certain professional practice cannot engage in any business other than the rendering of the subject professional services. The corporation may invest its funds in real estate, mortgages, stocks, bonds or any other type of investments. ISSUANCE OF SHARES Generally, the corporation may issue shares only to individuals who are licensed to practice the subject profession in Tennessee. For detailed treatment, please see Tennessee Code, 48-101-610. DIRECTORS AND OFFICERS Generally, all officers and directors must be licensed to practice the subject profession in Tennessee. In rare cases, the State Board may grant permission for non-licensed persons to be directors and/or the secretary/assistant secretary, as follows: If persons other than qualified persons are permitted by the licensing authority to serve as officers or directors, not less than one half (1/2) of the directors of a professional corporation and all of its officers, except the secretary and assistant secretary, and treasurer (if any) and any assistant treasurer (if any), of any professional corporation shall be qualified persons with respect to the corporation. CORPORATE NAME The name of a professional corporation: (1) Must contain the words "professional corporation," "professional association," or "service corporation" or the abbreviation "P.C.," "P.A.," or "S.C."; and, (2) may not contain language stating or implying that it is incorporated for a purpose other than that authorized by its charter. The personal name of a shareholder or former shareholder of the professional corporation or the name of an individual who was associated with a predecessor of the corporation may be used as, or in, the name of the professional corporation (but must comply with the paragraph above). * You should become familiar with the entirety of Tennessee’s Professional Corporation Act. * * * Forms List The following forms are available for download with this package.  TN-NAMERESV: Application for Reservation of Entity Name  TN-00INCP: Charter  TN-PC-TL: Sample Transmittal Letter  TN-PC-OM: Sample Organizational Minutes  TN-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  TN-PC-AM : Sample Annual Minutes  TN-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of Tennessee is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Tennessee Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1: See FORM: TN-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. The filing fee is $20.00. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. Before filing your application for reservation of name, you should first check for the availability of the name you are thinking of reserving. Do this by using the Tennessee name availability search at http://www.tennesseeanytime.org/sosname/ and/or by calling 615-741-2286. See also, the section re CORPORATE NAME, above, for required elements of the name. If you conclude from your search that the name you want is not taken, file your application to reserve name. Mail the original of your APPLICATION FOR RESERVATION OF NAME along with the $20.00 filing fee (Make check payable to the Department of State) to the address on the form. Step 2: See FORM: TN-00INCP CHARTER Once you have reserved the corporate company name, or if you have chosen to proceed without reserving a name, you are ready to complete the Corporate Charter. Complete the Document Copy Request (attached to the Charter, last page) to request a certified copy of the Charter. Attach the additional fee. You will need this copy to mail to the State Board in Step 9, below. Step 3: Mail the original and one copy of the CHARTER (and Document Copy Request) with the filing fee (make check payable to ‘Maryland Secretary of State’), to: State Department of Assessments and Taxation 301 West Preston Street Baltimore, Maryland 21201 Telephone: (410) 767-1340 A sample cover letter to send with CAHRTER is included. See FORM: TN-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Charter, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: TN-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: TN-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: TN-PC-AM SAMPLE ANNUAL MINUTES Step 9: A certified copy of the Charter and of each amendment thereto shall be filed by the corporation with the licensing authority (the State Board) within thirty days after the filing of such certificate or amendment with the department of state. General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: TN-PC-CR * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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