Minute book requirements in Tennessee (TBCA-TN)
Tennessee corporations maintain corporate records under T.C.A. § 48-26-101. The Tennessee Business Corporation Act is MBCA-based with standard records and inspection provisions.
| T.C.A. § 48-26-101 | Required corporate records |
|---|---|
| T.C.A. § 48-26-102 | Inspection rights |
| T.C.A. § 48-26-104 | Court-ordered inspection |
| Records location | Principal office of the corporation |
| Inspection rights | Shareholders with proper purpose; 5 business days notice |
| Format | Paper or electronic in reproducible form |
- Records under T.C.A. § 48-26-101: articles, bylaws, minutes, resolutions, share register, accounting records
- Tennessee follows the MBCA framework
- Shareholders have proper-purpose inspection rights with 5 business days notice
- Articles and bylaws inspectable without restriction; detailed records require proper purpose
- Records kept at principal office in any reproducible form
What T.C.A. § 48-26-101 requires
Section 48-26-101 of the Tennessee Code Annotated requires every Tennessee corporation to maintain articles, bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Tennessee adopted the MBCA, so the framework follows MBCA Chapter 16 closely.
Inspection rights under § 48-26-102
The standard MBCA two-tier inspection structure applies. Articles, bylaws, and minutes of shareholder meetings are inspectable without restriction. The share register, board minutes, and accounting records require a proper-purpose showing with 5 business days' written notice.
Court-ordered inspection under § 48-26-104
If the corporation refuses a properly-noticed inspection, the shareholder can apply to the Tennessee chancery court for an order. Tennessee courts apply the proper-purpose test consistent with MBCA principles.
What's distinctive about Tennessee
Tennessee is largely an MBCA-aligned state with no significant divergences in corporate-records substance. The capital-based annual report fee structure (under T.C.A. § 48-26-203, scaled to capital stock value) is Tennessee's distinctive operational feature. The separate franchise and excise tax filings to the Tennessee Department of Revenue add a parallel tax-compliance dimension. For closely-held corporations and holding companies with substantial capital structures, the capital-based fees can make Tennessee meaningfully more expensive than its MBCA-aligned peers (e.g., Georgia or NC).
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