You’re about to embark on a long and exciting journey, one full of hard work and rewards: starting a new business. With wide eyes and big dreams, you’re about to enter the world of business ownership.
But beyond the initial thrill of the startup decision, there’s a lot to consider. In fact, if you’ve never done it before, starting a business can seem like an intimidating mountain of work. Out of all your responsibilities and tasks, you might not even know where to start.
But have no fear. The good news is that once you have everything planned out and understand the process, the formation process is smooth sailing. And this is your go-to guide.
Everything you’ve been wondering about, everything you need to do, every question you have – it’s all right here. By the time you’re through these 16 steps, you’ll be a bonafide business owner who’s prepared for sustained success.
1) Write a Business Plan
Jumping into this endeavor without goals, directives, or a sense of direction can lead to a scattered, unproductive business.
A business plan lays the groundwork for your future success. It helps you analyze key elements of your business and forge pathways to achieve your goals. Here are a few things you should consider including in your business plan:
- Executive Summary (a separate document that gives a complete overview of your business’ purpose, plans, goals, competition, opportunities, etc.)
- Company description
- Market Analysis (opportunities, competition, etc.)
- Managerial or organizational structure
- Products and/or services
- Marketing strategies
- Funding goals
- Financial projections
Business plans aren’t just great for internal operations, but they give your business legitimacy in front of potential investors, customers, partners, and more. Need help? Check out this guide from the U.S. Small Business Administration.
2) Decide on a Business Name
You might’ve come up with the perfect name right away. If so, consider yourself lucky.
Sometimes, deciding on a business can be difficult, requiring brainstorming meetings and late-night rap sessions. That’s because your name is your business’ identity and reputation. It should be something that’s unique and memorable but also defines your business purpose.
Each business structure (see step 3) has its own rules and restrictions, like how LLC names must contain the words “limited liability company” or an abbreviation thereof, and corporation names must include “corporation,” “incorporated,” “limited,” “company,” or an appropriate abbreviation. You can find further requirements in Tennessee code statute 48-207-101 (LLCs) and statute 48-54-101 (corporations).
You can adhere to all the state’s naming requirements, but it won’t matter if that name has already been taken. Before you run with a certain name, search for it to see if anyone else has already claimed it. If not, then reserve it or use it on your formation documents and it’s all yours!
3) Decide on a Legal Structure
There are only a few types of business structures, but each one dictates some important parts of how your business will run.
The most popular types are the sole proprietorship, general partnership, limited liability company (LLC), S corporation, and C corporation. Most small businesses go with the LLC because of its unique blend of flexibility and personal asset protection.
However, you shouldn’t make this decision without reading up on all of your options. We’ve done plenty of research on each business type and developed side-by-side comparisons. Check out our LLC vs. Corporation and LLC vs. Sole Proprietorship comparison guides for a closer look.
4) Choose a Registered Agent
The Secretary of State needs a point of contact for your business, someone who will be available at your registered office address during typical business hours – 9am to 5pm.
This person is called a registered agent, and they serve as an intermediary with the state, receiving all of your company’s important legal communications and relaying them on to you. The Tennessee registered agent ensures that no important state documents, deadlines, or payments fall through the cracks, so you’ll want to choose a person or company you trust.
You can choose either an individual or a business entity as your registered agent in Tennessee, but they must:
- Be an individual Tennessee resident or a corporation authorized to do business in the state.
- Have a physical address in Tennessee.
- Have a mailing address in Tennessee (no P.O. boxes allowed).
This agent is the individual responsible for your business compliance, so it’s often wise to choose someone who understands how businesses run, like attorneys or managers. But Tennessee’s registered agent requirements are fairly broad, so friends and family can work as well.
Or, you can choose a registered agent service instead. These companies take care of all your registered agent responsibilities, and some will even handle your business formation and annual reporting as well.
Important: You must continuously maintain a registered agent on file with the Secretary of State. If your agent resigns or you appoint a new one, you’ll need to notify them by filing the appropriate documents.
5) Register Your Business
This is the big one, the step that officially creates your business. No matter which business type you choose, you’ll need to register it with the Secretary of State.
LLCs: Forming a Tennessee limited liability company is impossible without filing an Articles of Organization either online or by mail. The fee for this filing, however, is somewhat expensive. It costs $50 per LLC member (with a $300 minimum and $3,000 maximum) no matter which filing method you use.
Corporations: Filing procedures are fairly similar for corporations, although formation requires a Corporation Charter rather than the Articles of Organization.
Sole Proprietorship/General Partnership: There are no official forms or fees to register as a sole proprietor or general partnership. Simply start doing business and that’s it! While this is obviously faster and easier, we recommend incorporating your business because of the personal asset protection LLCs and corporations provide.
Foreign Entities: Any business that was formed in another state and now wants to do business in Tennessee is considered a foreign entity rather than a domestic one. These businesses must foreign qualify before commencing business activities in the state by filing an Application for Certificate of Authority. There are different forms for corporations and LLCs, so make sure you download the correct one. Foreign qualification for corporations costs $600 and for LLCs, it costs $50 per member (with a $300 minimum).
6) Get an EIN
The Employer Identification Number (EIN) is your ticket to doing state and federal taxes. It’s a nine-digit number, much like a Social Security Number, that identifies your business on tax documents.
If you’re forming an LLC, it will be considered a “pass-through” entity, so the business itself won’t pay federal income taxes. Instead, you and the other members will report income and losses on your personal tax returns.
But this doesn’t mean you can go without an EIN. If your LLC pays any type of business taxes – like Sales, Use, or Unemployment Taxes – or hires employees, you’ll need to get one.
Unsure if you need one? The IRS provides a useful “Do I need an EIN?” link on this page, where you can also apply for an EIN. If you go through the online application process, you’ll receive your number immediately.
Otherwise, you can submit a Form SS-4 by fax to (855) 641-6935 or by mail to :
Internal Revenue Service Operation
Attn: EIN Operation
Cincinnati, OH 45999
7) Open a Business Bank Account
LLC and corporation owners are required to keep their personal and business finances completely separate, or they risk losing their personal asset protection. To do so, you’ll need a business bank account.
The good news is that opening a business bank account is pretty simple. Just pay a visit to your bank’s local branch and sit down with one of the bankers there. You will need to present your formation documents, an EIN number, and some personal information. Then, you can direct all of your business income and expenses to that account instead of a personal one.
It doesn’t really matter which bank you choose, whether it’s a national giant like Chase or Bank of America or a small, local bank. However, it’s usually easiest to go with the one where you have existing accounts.
8) Handle Any Tax Obligations
Ah, taxes. They’re always part of the picture, especially when you run a business.
Familiarizing yourself with your business’ tax requirements will help you establish a solid financial plan going forward. LLCs don’t need to file a corporate tax return and pay federal income taxes, so you’ll handle these taxes as part of your personal return.
Corporations, on the other hand, will need to file a Corporate Income Tax Return, while sole proprietorships/general partnerships will need to pay self-employment taxes.
There are several other taxes your business may owe in Tennessee, depending on its activities and circumstances:
Franchise Tax: Every Tennessee corporation, LP, LLC, and business trust must pay an annual Franchise Tax based on “the greater of net worth or the book value of real or tangible personal property owned or used in Tennessee.”
Excise Tax: Like the Franchise Tax, every Tennessee business must pay an Excise Tax, which is based on your business net earnings/income.
Business Tax: Tennessee businesses that sell any goods or services in Tennessee must pay this Business Tax, comprised of both a state and city tax.
Sales and Use Tax: If your business sells tangible goods in the state, it will be subject to a Sales and Use Tax at a statewide rate of 7% plus any additional local sales taxes.
Unemployment Insurance Tax: Any business that has employees must pay an Unemployment Insurance Tax through the Department of Labor & Workforce Development.
Other Taxes: Your business might owe any number of less-common miscellaneous taxes, depending on its activities, like a Motor Fuel Tax or Cigarette Tax. You can find a full list on the Department of Revenue website.
9) Find an Accountant
Sometimes it’s easier to hand off your financial responsibilities to a professional. Not only will an accountant ensures that your taxes are filed and paid correctly, but they might also find a few ways to save your business money.
Bookkeeping and tax procedures are time-consuming and require some specialized knowledge. Balance sheets, financial reports, cash flow, audits, and much more – an accountant can ensure that your company operates smoothly and streamlines its expenses.
This can be expensive depending on the complexity of your finances, but the benefits an accountant offers can be well worth it.
10) Create an Operating Agreement
An operating agreement constructs a framework of procedures and standards for your business. This is where you can lay out processes for member conduct, asset allocation, compensation policies, voting procedures, dissolution, and much more.
While operating agreements aren’t technically required in Tennessee, they are essential to your business’ stability and success. They provide a safety net in legal disputes and legitimacy in front of banks, courts, government agencies, and other businesses.
You can either draft one yourself using an online template, or you can hire an attorney or an incorporation service to take care of it for you.
Once you’ve drafted your agreement, it must be approved by each of your LLC’s members, then filed with the rest of your business documents. You do not need to submit it to the Secretary of State.
11) Acquire the Necessary Licenses
After filing your formation documents, your business is legitimate, but it might still need specific licenses before opening its doors in Tennessee. It might need several, or it might not require any – it all depends on your business type and activities. Here are a few licenses you might need to obtain:
Standard Business License: Businesses that make more than $10,000 per year, it will require a business license from its county and/or municipal clerk.
Minimal Activity License: If your business makes between $3,000 and $10,000 per year, it must acquire a Minimal Activity License from your county and/or municipal clerk.
Professional Licenses: Certain occupations must obtain licensure from state boards before doing business in the state. Find a complete list of licensed professions on the Department of Commerce & Insurance website.
Environmental Permits: The Department of Environment & Conservation issues a number of permits to any business that affects the state’s air, land, or water.
Health Licenses/Permits: Businesses in the healthcare industry must apply for licensure through the Department of Health.
Local Licenses: Your specific city, county, or municipality might have its own licensing requirements. Take a look at your local government’s website to find out.
12) Consider Business Insurance
Even though it’s not pleasant to consider, there’s always a chance that unforeseen events might take a toll on your assets.
While forming an LLC or corporation offers some personal asset protection, additional business insurance can also protect your business assets in cases of lawsuits, damages, etc. You can acquire insurance for your business products, vehicles, specific occupations and much more.
If you hire employees, you’ll also need to get workers’ compensation insurance. SBA.gov has a useful guide for determining which forms of insurance your new business might need.
13) Build a Website
Your company’s digital presence is just as important as its physical one. Like it or not, most potential customers will find your business online, and if you don’t exist online, you’re missing out.
But don’t worry, you don’t need to be an HTML or web design expert to build a website. Sites like WordPress and Squarespace make it easy to construct an elegant and responsive website, no coding necessary. But if you’re not comfortable or confident doing it on your own, you can always hire a professional web designer to take care of it for you.
14) Launch Social Media Accounts
Making your mark on the digital landscape doesn’t start and end with your website. Most successful businesses also have a robust social media presence on multiple platforms. Facebook, Twitter, and Instagram are all great ways to connect organically with potential customers and develop your brand voice.
Just don’t forget to publish consistent social media content, or you’ll have trouble building a base of followers.
15) Understand Ongoing Tennessee Requirements
After you’ve launched your business, things will likely be moving at 100 miles per hour as you evolve and grow. But in all of the excitement, you can’t forget your state’s ongoing compliance requirements. Every state has its own annual or biennial business requirements.
All Tennessee businesses must keep their business information up to date by submitting an Annual Report to the Secretary of State each year. It’s due by the first day of the fourth month following the end of the entity’s fiscal year. This filing costs $20 for corporations, LLPs, and nonprofits, but $50 per member for LLCs (with a minimum of $300).
16) Check Out Tennessee Small Business Resources
You’re not on this journey alone. There are plenty of free resources available to make starting and growing your business a smoother, easier process.
Tennessee has organizations, programs, and loans that can help your new business thrive, so don’t miss out! Head over to SBA.gov’s page for the Tennessee district office for information on valuable resources near you. This document might be particularly helpful. Between those resources and this guide, you’ll be ready to smoothly and confidently start your business.