Tennessee S-Corp Formation

Form Your Tennessee S Corporation

Incorporate in the Volunteer State and elect S-corp status to unlock pass-through taxation and payroll-tax savings, with no personal income tax on wages

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Tennessee state flag

Filed in Tennessee

The Volunteer State · TN

Available
  • State filing fee$100
  • Processing time1-2 business days online via TNCaB
  • Our formation feeFree (you pay $100 if you choose a paid plan)
  • Annual report$20 annual report + $100 min. franchise tax — due By 1st day of 4th month after fiscal year-end
  • State tax rate6.5% excise tax on net earnings
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Form your Tennessee S-Corp — pay only the state filing fee, nothing more.

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What's included

Everything to launch your Tennessee S-Corp

Free formation means you pay only the $100 state filing fee. All core services are included at no extra charge.

Articles of Incorporation (then IRS Form 2553 for S-corp election) filing

We prepare and submit your Articles of Incorporation (then IRS Form 2553 for S-corp election) to the Tennessee Secretary of State.

Registered agent

Required in Tennessee — we act as your agent for the first year.

EIN from the IRS

Your federal Tax ID — required to open a US business bank account and file taxes.

Corporate bylaws

Professionally drafted corporate bylaws — defines ownership, voting, and profit splits.

Why Tennessee?

Benefits of forming an S-Corp in Tennessee

Tennessee pairs no personal income tax on wages with a low-cost filing environment, making an S-corp election an efficient way for owner-operators to cut self-employment tax on profit distributions. Note that the state still levies a 6.5% excise tax on net earnings plus a minimum $100 franchise tax at the entity level, so factor those into your S-corp tax planning.

Pass-through taxation avoids the C-corp's entity-level double tax on profits

Self-employment tax savings: only your reasonable W-2 salary is payroll-taxed, not distributions

No Tennessee personal income tax on wages or salary for shareholder-owners

Low ongoing cost: $20 annual report keeps your corporation in good standing

Liability protection from the underlying corporation shields personal assets

Access to Nashville's healthcare hub and Memphis's logistics economy

Pass-through losses can offset other shareholder income in the early years

Credibility of a formal corporation paired with small-business tax treatment

Key features of a Tennessee S-Corp

  • Pass-through taxation with payroll-tax savings on distributions
  • No Tennessee personal income tax on wages
  • $100 state corporation filing fee
  • Fast 1-2 business day online processing via TNCaB
  • Form 2553 deadline: within 75 days or by March 15

Major industries in Tennessee

HealthcareMusic & EntertainmentLogisticsTechnologyManufacturingTourism
How it works

Form your Tennessee S-Corp in 6 steps

We handle every step while you stay in the loop. Processing takes 1-2 business days online via TNCaB.

  1. 01

    Form a Tennessee Corporation

    An S corporation is a tax election, not a state entity. First file Articles of Incorporation with the Tennessee Secretary of State to create a corporation. The state filing fee is $100, with online processing in 1-2 business days via TNCaB.

  2. 02

    Appoint a Registered Agent

    Tennessee requires a registered agent with a physical address in the state to accept legal and official documents on behalf of your corporation.

  3. 03

    Obtain an EIN

    Apply for a free EIN from the IRS. You need it to file Form 2553, open a business bank account, run payroll, and file taxes.

  4. 04

    File IRS Form 2553 to Elect S-Corp Status

    Submit Form 2553 to the IRS to elect S corporation tax treatment. File within 75 days of formation (or by March 15 to apply to the current tax year). All shareholders must sign.

  5. 05

    Set a Reasonable Salary and Run Payroll

    The IRS requires shareholder-employees to take a reasonable W-2 salary before distributions. Set up payroll so wages are taxed correctly and remaining profit flows through as distributions.

  6. 06

    File the Tennessee Annual Report

    File your corporation's annual report with the Tennessee Secretary of State each year. The fee is $20, due by the first day of the fourth month after your fiscal year-end.

Costs & filing details

Tennessee S-Corp costs at a glance

Kicker formation is free — you pay only the required state fees. No hidden charges.

ItemAmount / Detail
State filing fee$100
Kicker formation feeFree (paid plan from $100)
Processing time1-2 business days online via TNCaB
Annual report$20 annual report + $100 min. franchise tax — due By 1st day of 4th month after fiscal year-end
Franchise taxMinimum $100 franchise tax
State tax rate6.5% excise tax on net earnings
EIN (federal Tax ID)Free from IRS
Requirements

Tennessee S-Corp requirements checklist

Everything you need to form and maintain a Tennessee S-Corp in 2026.

Formation checklist
  • File Articles of Incorporation with the TN Secretary of State ($100)
  • Appoint a registered agent with a physical Tennessee address
  • Obtain an EIN from the IRS
  • File IRS Form 2553 within 75 days of formation (or by March 15)
  • Meet S-corp eligibility: 100 shareholders max, one class of stock
  • All shareholders must be US citizens or residents (no foreign owners)
  • Pay a reasonable W-2 salary and file the $20 annual report

Filing information

Formation document
Articles of Incorporation (then IRS Form 2553 for S-corp election)
Filing agency
Tennessee Secretary of State
Registered agent
Required
Corporate bylaws
Recommended
EIN
Required
Name reservation fee
$20 (4 months)
Pricing

Free formation — pay only the state fee

Kicker formation is free. You pay the $100 Tennessee state filing fee and nothing more for the Starter plan. Optional plans add registered agent, EIN, corporate bylaws, and compliance.

Starter

$0
+ $100 state fee
  • Articles of Incorporation (then IRS Form 2553 for S-corp election) filing
  • Name availability check
  • Digital document delivery
  • Formation status tracking
Start free

Booster

$100
+ $100 state fee
  • Everything in Starter
  • Registered agent (required in Tennessee)
  • EIN / Federal Tax ID
  • Expedited processing (1–2 days)
  • Corporate bylaws
  • Priority support
  • Kicker Voice — 3-day free trial
  • Kicker Pay — free for 15 days
Start Booster

Founder

$150
+ $100 state fee
  • Everything in Booster
  • Business mailing address
  • Bookkeeping — 3 months free
  • Dedicated account manager
  • Rush processing
  • Kicker Voice — 6-day free trial
  • Kicker Pay — free for 30 days
Go Founder
Most popular

Kicker

$230
+ $100 state fee
  • Everything in Founder
  • ITIN filing & preparation
  • Same-day priority processing
  • 2nd year annual filing $0
  • Kicker Voice 12-day + Kicker Pay 60 days free
Get Kicker
100% accuracy guaranteeOn-time filing promise30-day money back

Compare all plans on our pricing page.

FAQ

Tennessee S-Corp questions, answered

Common questions about forming an S-Corp in Tennessee. Can't find an answer? Talk to our team.

How do I form an S corporation in Tennessee?

An S corporation is a federal tax election, not a separate state entity. You first form a corporation by filing Articles of Incorporation with the Tennessee Secretary of State ($100, 1-2 business days online via TNCaB), then elect S-corp status with the IRS by filing Form 2553.

How much does it cost to form an S corp in Tennessee?

The Tennessee corporation filing fee is $100. The S-corp election itself (IRS Form 2553) is free. Ongoing, you'll pay a $20 annual report plus a minimum $100 franchise tax.

What is the deadline to file Form 2553?

File Form 2553 with the IRS within 75 days of forming your corporation, or by March 15 to have the election apply to the current tax year. All shareholders must sign the form.

How does an S corp save on taxes?

S-corp profits pass through to your personal return, avoiding the C-corp's entity-level double tax. You pay payroll tax only on a reasonable W-2 salary; remaining profit taken as distributions is not subject to self-employment tax, which can produce real savings.

Who is eligible to own a Tennessee S corporation?

An S corporation can have no more than 100 shareholders, all of whom must be US citizens or residents, and only one class of stock. Foreign (non-resident) owners are not eligible; if you need foreign ownership, a standard C corporation or LLC is the better fit.

Does Tennessee tax S corporations at the state level?

Yes. Tennessee does not tax wages personally, but it imposes a 6.5% excise tax on net earnings and a minimum $100 franchise tax at the entity level. The federal S-corp election does not exempt you from these state taxes.

When is the Tennessee annual report due?

Your corporation's annual report is due by the first day of the fourth month after your fiscal year-end (April 1 for calendar-year filers). The fee is $20, filed with the Tennessee Secretary of State.

Does my Tennessee S corp have to file a BOI report?

Under FinCEN's March 2025 interim final rule, US domestic entities and US persons are exempt from Beneficial Ownership Information reporting. Only entities formed abroad and registered to do business in a US state still file, so a Tennessee-formed corporation generally does not.

Official resources

Tennessee government filing resources

Filing fees for common S-Corp services

Official Tennessee state charges for the filings you may need after formation — our service fee is separate, and we confirm the current amount before filing.

Name reservation$20

$20 for all entity types.

Certificate of good standing$20

Flat $20 filing fee for all entity types (does NOT vary by entity type).

Learn more
Certified copy$20

$20 per set/document via form SS-4461 'Request for a Certificate or Request for Certified Copies'.

Apostille / authentication$2

$2.00 per document for an Apostille or an Authentication, stated on form SS-4504.

Foreign qualification$600

$600 flat for a foreign for-profit corporation (covers C-Corp and S-Corp).

Learn more
Resale / seller's permitVaries

FREE — Tennessee charges no fee to register for a sales & use tax account (fee_usd null = no fee, confirmed on the Dept of Revenue registration page and SUT-10).

Learn more
Articles amendment$20

$20.

Learn more
Change of registered agent$20

S-Corp is a federal IRS tax election (Form 2553), not a separate Tennessee entity.

Learn more
Reinstatement$70

S-Corp is a federal IRS tax election (Form 2553), not a separate Tennessee entity.

Learn more
Dissolution$20

$20 voluntary dissolution.

Learn more

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Ready to form your Tennessee S-Corp?

Formation is free — you pay only the $100 Tennessee state filing fee. Personal-asset protection, pass-through taxation, and a complete document package, filed in 1-2 business days online via TNCaB.

No hidden fees · 100% accuracy guarantee · 30-day money back · All 50 states