Tennessee Corporate Bylaws and Organizational Consents Template
For a newly incorporated for-profit corporation with one or a few shareholders that needs its bylaws, its first board consent and its first shareholders' consent. This edition of the form is completed for Tennessee: the governing statute, filing office and document names below are already typed in, and the clauses Tennessee law treats differently from the state-neutral version have been adjusted.
Buy and download
What the Tennessee edition already fills in
Governing law line on the cover: Tennessee — Tennessee Business Corporation Act, Tenn. Code § 48-11-101 et seq..
| Item | Tennessee |
|---|---|
| LLC statute | Tennessee Revised Limited Liability Company Act, Tenn. Code § 48-249-101 et seq. |
| Formation document (LLC) | Articles of Organization |
| Filing office | Tennessee Secretary of State, Division of Business and Charitable Organizations |
| Annual filings | Annual report by the first day of the fourth month after the fiscal year end; franchise and excise tax returns |
| Final filing on dissolution (LLC) | Notice of Dissolution, then Articles of Termination (tax clearance required) |
| Business corporation statute | Tennessee Business Corporation Act, Tenn. Code § 48-11-101 et seq. |
| Charter document (corporation) | Charter |
| Publication requirement | None |
| Community property | No — common-law (separate) property state; the spousal acknowledgment is optional |
| Note | Tennessee corporations file a "Charter" rather than articles of incorporation. |
What is inside
- Bylaws: Key Terms table + 8 articles — offices and records, shareholders (meetings, notice, quorum, voting, written consent), board of directors, officers, duties and interested transactions, indemnification and advancement, shares and transfers, general
- Organizational Consent of the incorporator and directors (adopts bylaws, elects officers, issues shares, bank, EIN and tax elections) · Shareholders' Written Consent
- Instruction Sheet: single-director corporations, quorum and voting, written consents, officers, interested directors, indemnification, transfer restrictions, after-signing checklist, when the form is not enough
How it works
- Buy and download the zip (Word .docx files).
- Open the Instruction Sheet; it explains every field in plain language.
- Open the Tennessee edition and replace each yellow [BRACKETED FIELD].
- Delete the cover page, print or sign electronically, keep the signed original with your records.
Questions
Is this corporate bylaws and organizational consents valid in Tennessee?
Yes. The Tennessee edition is the state-neutral form with the Tennessee statute, filing office and document names typed in, and the clauses Tennessee treats differently adjusted. It is a template you complete yourself; have an attorney licensed in Tennessee review it if your situation is unusual.
What file do I get?
A zip with the Tennessee edition and all other 50 state editions, each as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Other Tennessee templates
- Tennessee Single-Member LLC Operating Agreement
- Tennessee Multi-Member LLC Operating Agreement
- Tennessee LLC Resolutions and Written Consents Pack
- Tennessee LLC Membership Interest Purchase Agreement (Member Buyout)
- Tennessee LLC Dissolution and Winding-Up Kit
- Tennessee Corporate Resolutions and Secretary's Certificates Pack
- Tennessee Non-Disclosure Agreement (NDA)
- Tennessee Independent Contractor Agreement
- Tennessee Services Agreement (Provider-Side)
- Tennessee Promissory Note with Optional Guaranty
- Tennessee Commercial Lease Agreement
- Tennessee Employment Offer Letter + Employee Confidentiality Agreement
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