Tennessee corporate bylaws are internal documents that establish a corporation’s governance framework. They explain the intricate details of its strategic decision-making processes, financial management, and internal operations. While you don’t have to file them with the Secretary of State, they’re still important for assigning authority and responsibilities to directors and shareholders.
This collection of documents also lets you set forth procedures for essential activities like issuing stock, hosting meetings, and responding to emergencies. The board of directors or the incorporators create the bylaws and tailor them to meet the corporation’s unique needs. They also include standard provisions to ensure regulatory compliance and operational efficiency.
Legal Requirements
Tennessee requires the creation of corporate bylaws (Tenn. Code § 48-12-106(a)).
- Annual Meetings – § 48-17-101.
- Corporate Bylaws – § 48-12-106.
- Issuance of Stock – § 48-16-202.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” an abbreviation thereof, or language of like import (choose one).
- Prohibited Words: Language stating or implying you organized the entity for impermissible purposes. Also, language stating or implying that the entity does business for which authorization is necessary (unless authorization is granted), the entity is organized as any fraternal, professional, charitable, religious, service, or veteran’s organization (unless certified in writing), or the entity is an agency of the U.S. or the state of Tennessee (unless certified in writing).
- Name Reservation Period: Four months.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors may create bylaws to adopt in an emergency that constitutes a catastrophic event. With these emergency bylaws, the directors can still conduct the necessary activities, such as designating additional or substitute directors and establishing quorum requirements, to keep the corporation functioning (§ 48-12-107).
