How does Tennessee's corporation code compare to other US states?

Tennessee follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The TBCA-TN is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Tennessee practice is straightforward.

Does Tennessee allow written consent for annual meeting matters?

Yes. T.C.A. § 48-17-104 permits unanimous written consent of shareholders in lieu of meeting. For closely-held TN corporations, this is standard practice.

Are electronic filings accepted for this jurisdiction?

Yes. The Tennessee Secretary of State typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Tennessee

Annual meeting requirements in Tennessee (TBCA-TN)

Tennessee corporations must hold an annual shareholders' meeting under T.C.A. § 48-17-101 at a time fixed by the bylaws. The meeting can be replaced by majority written consent under T.C.A. § 48-17-104.

Governing statute

Tennessee Business Corporation Act, T.C.A. § 48-11-101 et seq.

T.C.A. § 48-17-101	Annual meeting required
T.C.A. § 48-17-104	Action without meeting
T.C.A. § 48-17-105	Notice of meeting
T.C.A. § 48-17-121	Voting
Deadline	Each year as fixed by bylaws
Written consent	Majority sufficient for most actions

At a glance

Annual meeting under T.C.A. § 48-17-101 at time fixed by bylaws
Tennessee follows the MBCA framework
Written consent under T.C.A. § 48-17-104 permits majority for most actions
Notice 10-60 days before the meeting under T.C.A. § 48-17-105
Court-ordered meeting available under T.C.A. § 48-17-103

T.C.A. § 48-17-101 requirements

Section 48-17-101 of the Tennessee Business Corporation Act requires every Tennessee corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Tennessee adopted the MBCA, so the framework follows MBCA Chapter 7 closely.

Written consent under T.C.A. § 48-17-104

Tennessee's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient.

Notice under T.C.A. § 48-17-105

Notice must be sent not less than 10 nor more than 60 days before the meeting, consistent with MBCA conventions.

What's distinctive about Tennessee

Tennessee is largely MBCA-aligned for annual-meeting purposes. The state's distinctive features are concentrated in the corporate-records and annual-report frameworks (capital-based annual report fees, separate franchise and excise tax filings), not the annual-meeting framework itself. The standard MBCA majority-consent regime applies, which gives closely-held Tennessee corporations the standard written-consent flexibility.

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