Tennessee: Corporate Bylaws Adoption and Amendment Requirements
The short answer
Tennessee requires the incorporators or board to adopt initial bylaws through the statutory organization sequence. The board and shareholders generally share later amendment and repeal power, subject to charter reservations, shareholder locks, and special higher-vote rules. Current bylaws must be kept at the principal office and are directly inspectable by a shareholder on five business days' written notice.
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This is the general rule in Tennessee. Ask about your specific facts and see which parts of current Tennessee law apply, with citations to the statutes.
| Governing law and covered corporation | Tennessee Business Corporation Act, Title 48, chapters 11-27; ordinary domestic business-corporation bylaws (§§ 48-12-105 to -107, 48-20-201 to -203) |
|---|---|
| Initial-bylaw duty and no-bylaws defaults | Mandatory: incorporators or board shall adopt initial bylaws; failure to complete organization alone does not invalidate corporate action (§§ 48-12-105(d), -106) |
| Adoption authority | Incorporators or board adopt initial bylaws; board and shareholders generally share later amendment or repeal power (§§ 48-12-106, 48-20-201) |
| Organizational action and timing | Named initial directors organize after incorporation; otherwise incorporators meet on 2 days' notice or use the all-incorporator written-consent route; meeting may be in/out of state (§ 48-12-105) |
| Permitted contents and limits | May manage the business and regulate corporate affairs if not inconsistent with law or the charter (§ 48-12-106(b)) |
| Amendment, repeal, and reserved power | Board may amend or repeal unless the charter or Act reserves power or shareholders protect a bylaw; shareholders retain amendment and repeal power (§ 48-20-201) |
| Higher-vote and special-bylaw rules | Charter-authorized higher shareholder rules and higher board rules use protected actors and greater current-or-proposed thresholds; committees cannot change bylaws (§§ 48-18-206, 48-20-202 to -203) |
| Signature, filing, records, and inspection | No general execution or public-filing step in the surveyed provisions; keep current bylaws at the principal office, directly inspectable on five-business-day written notice (§§ 48-26-101 to -102) |
| Shareholder-agreement and entity boundaries | No special shareholder-agreement bylaw regime in chapters 11-27; a 50-or-fewer-shareholder corporation may instead limit board authority through its charter (§ 48-18-101(c)) |
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Requirements one by one
Initial bylaws follow the corporation's organization path
Tenn. Code Ann. § 48-12-106 requires the incorporators or board to adopt
initial bylaws. Their provisions may manage the business and regulate corporate
affairs only when not inconsistent with law or the charter.
Tenn. Code Ann. § 48-12-105 separates the actors. If the charter names initial
directors, a majority calls their post-incorporation organization meeting, at
which the directors appoint officers and adopt bylaws. If the charter names no
initial directors, a majority of incorporators calls a meeting on at least two
days' notice to elect directors and either complete organization or leave that
work to the elected board. The meeting may occur inside or outside Tennessee.
Incorporators may act without a meeting only if all incorporators consent to
that route. Approval then uses the number of affirmative votes that a meeting
would require, with every incorporator signing one or more written counterparts
that state the incorporator's vote or abstention. Failure to hold the meeting or
otherwise complete organization does not, by itself, invalidate a corporate
action after corporate existence begins; it does not erase the separate command
to adopt initial bylaws.
Board and shareholders share later authority subject to locks
Tenn. Code Ann. § 48-20-201 permits the board to amend or repeal bylaws unless
the charter or the Act reserves that power to shareholders in whole or part.
Shareholders retain their own amendment and repeal power even when the board
also can act.
Shareholders can add a particular-bylaw lock when amending or repealing that
bylaw by expressly providing that the board may not later amend or repeal it.
That protection is distinct from a charter-wide reservation of power.
Higher shareholder and board rules use greater-threshold protection
Under Tenn. Code Ann. § 48-20-202, shareholders may adopt or amend a greater
shareholder quorum or voting requirement only when the charter expressly
authorizes it. The action must satisfy the greater of the current or proposed
quorum, vote, and voting-group requirements, and the board cannot adopt, amend,
or repeal that special bylaw.
Tenn. Code Ann. § 48-20-203 protects bylaws raising board quorum or voting
requirements. Shareholders alone may change a shareholder-adopted version;
shareholders or the board may change a board-adopted version. Board action must
satisfy the greater current-or-proposed rule, and shareholders may specify the
shareholder or board vote required for later change.
Tenn. Code Ann. § 48-18-206 separately bars a board committee from adopting,
amending, or repealing bylaws.
Current bylaws are principal-office records with direct access
Tenn. Code Ann. § 48-26-101 requires the corporation to keep its current bylaws
or restated bylaws and all current amendments at its principal office. Under
§ 48-26-102, a shareholder may inspect and copy them during regular business
hours after giving written notice at least five business days before the
requested date.
The proper-purpose conditions apply to the additional subsection (b) records,
not the current-bylaw tier in subsection (a). The charter or bylaws cannot
abolish or limit the statutory inspection right.
The surveyed chapters impose no general signature, acknowledgment,
notarization, certification, or Secretary of State filing requirement for the
ordinary bylaw text.
The close-corporation boundary is placed in the charter
Tenn. Code Ann. § 48-18-101 permits a corporation with 50 or fewer shareholders
to dispense with or limit board authority by describing in its charter who will
perform some or all board duties. That charter route is not a general
shareholder-agreement bylaw regime, and the substitute decision makers remain
subject to director conduct standards.
Tenn. Code Ann. § 48-12-107 separately permits the board or incorporators,
unless the charter provides otherwise, to adopt temporary emergency bylaws when
a catastrophic event prevents ready assembly of a director quorum.
Shareholders may amend or repeal them, consistent regular bylaws continue, and
the emergency provisions end when the emergency ends.
What trips people up
All incorporators must agree to use the no-meeting organization route, but the
substantive action does not necessarily require every incorporator's affirmative
vote. The statute instead applies the vote that a meeting would require and
records each signer's vote or abstention.
Section 48-12-105 protects corporate actions from invalidity based solely on an
organization failure. It does not make the separate § 48-12-106 initial-bylaw
duty optional.
The special higher-vote provisions are actor-specific. A general statement that
the board and shareholders share amendment power does not override the board
prohibition for a charter-authorized higher shareholder threshold.
Common questions
Can a board committee amend Tennessee bylaws?
No. Tenn. Code Ann. § 48-18-206 expressly withholds bylaw adoption, amendment,
and repeal from a committee.
Must a shareholder show a proper purpose to inspect current bylaws?
No proper-purpose condition appears in the direct § 48-26-102(a) tier. The
shareholder must give the five-business-day written notice; the purpose test
governs the additional subsection (b) records.
Can incorporators adopt emergency bylaws?
Yes. Tenn. Code Ann. § 48-12-107 names both incorporators and the board, unless
the charter provides otherwise, and makes the emergency bylaws temporary and
subject to shareholder amendment or repeal.
Statutes and sources
- Tennessee Code Annotated Title 48, §§ 48-12-105 to -107, 48-18-101,
48-18-206, 48-20-201 to -203, and 48-26-101 to -102 — release-76
public-domain code text and amendment histories, accessed August 20, 2026 and
bridged through the adjourned 2026 legislative session.
Source links
Every statute quoted above, linked, with the date we checked it.
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