Skip to main content
Find a Lawyer

Tennessee Code Title 48. Corporations and Associations § 48-12-102

Current as of January 02, 2024 | Updated by FindLaw Staff

(a) The charter must set forth:

(1) A corporate name for the corporation that satisfies the requirements of § 48-14-101;

(2) The number of shares the corporation is authorized to issue;

(3) The street address and zip code of the corporation's initial registered office (and a mailing address such as a post office box if the United States postal service does not deliver to the registered agent's registered office), the county in which the office is located, and the name of its initial registered agent at that office;

(4) The name and address and zip code of each incorporator;

(5) The street address and zip code of the initial principal office of the corporation (and a mailing address such as a post office box if the United States postal service does not deliver to the principal office);

(6) Information required by chapter 16 of this title; and

(7) A statement that the corporation is for profit.

(b) The charter may set forth:

(1) The names and addresses of the individuals who are to serve as the initial directors;

(2) Provisions not inconsistent with law:

(A) Stating the purpose or purposes for which the corporation is organized;

(B) Regarding the management of the business and regulating the affairs of the corporation; or

(C) Defining, limiting and regulating the powers and rights of the corporation, its board of directors and shareholders;

(3)(A) A provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director; provided, that such provision shall not eliminate or limit the liability of a director:

(i) For any breach of the director's duty of loyalty to the corporation or its shareholders;

(ii) For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or

(iii) Under § 48-18-302;

(B) No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provisions become effective. All references in this subdivision (b)(3) to a “director” are also deemed to refer to a member of the governing body of a corporation which dispenses with or limits the authority of the board of directors pursuant to § 48-18-101(c); and

(4) Any provision that under chapters 11-27 of this title is required or permitted to be set forth in the bylaws.

(c) The charter need not set forth any of the corporate powers enumerated in chapters 11-27 of this title.

Back to chapter list
Previous part of code Next part of code
Back to chapter list

Cite this article: FindLaw.com - Tennessee Code Title 48. Corporations and Associations § 48-12-102 - last updated January 02, 2024 | https://codes.findlaw.com/tn/title-48-corporations-and-associations/tn-code-sect-48-12-102/

Read this complete Tennessee Code Title 48. Corporations and Associations § 48-12-102 on Westlaw. Westlaw subscription required.

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Was this helpful?

Search all Tennessee Codes

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About the Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to find an attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard