Corporation Charter Amendment and Legal-Name-Change Requirements in Tennessee

At a glance

Requirements one by one

Start with the actor and approval route

Section 48-20-105 lets the board amend before shares issue, or the incorporators act if there is no board. After shares exist, § 48-20-103 ordinarily has the board propose and recommend the amendment and submit it to shareholders. A board may withhold a recommendation only because of a conflict or other special circumstance, and it must communicate the basis. It may condition submission. The Tennessee Code Annotated Title 48, chapter 20, part 1 index lists no general route for abandoning an ordinary amendment after shareholder approval.

Every shareholder receives meeting notice under §§ 48-17-105 and 48-20-103, including nonvoting holders, with a copy or summary of the amendment. The notice window is 10 days to two months. A voting group whose amendment creates appraisal rights needs a majority of all votes entitled to be cast. Other groups use §§ 48-17-206 and 48-17-207: majority quorum, then more votes for than against, unless the Act, charter, or board condition requires more.

Written consent under § 48-17-104 defaults to all entitled shareholders consenting to the no-meeting route. The charter may instead authorize consents holding the minimum votes that would approve at a fully attended meeting; the statute then requires notices to nonvoting or nonconsenting shareholders.

Treat a full name change as a substantive amendment

Section 48-20-101 permits adding or changing a currently allowed charter term or deleting one no longer required. A new legal name must satisfy § 48-14-101's designator, regulated-word, and distinguishability rules. The board-only route in § 48-20-102 is narrower: it covers substituting a similar corporate designator or adding, deleting, or changing a geographical attribution. It does not turn any entirely new legal name into a board-only filing.

Affected classes and series vote separately under § 48-20-104, even if the charter calls them nonvoting. Under § 48-23-102, appraisal rights arise when an amendment materially and adversely changes listed preference, redemption, preemption, voting, or fractional-share rights; exchange-listed and national- market-system shares fall within its exception.

File the right public record

Articles of amendment under § 48-20-106 state the current corporate name, the amendment text, implementation terms for an exchange or reclassification, the adoption date, and whether incorporators, directors, or shareholders approved. Section 48-11-301 allows the chair, president, or another authorized officer to sign and requires the signer's name and capacity. A seal, secretary attestation, acknowledgment, verification, or proof is optional under that section.

Current SS-4421 accepts e-filing, mail, or walk-in delivery and charges $20, matching § 48-11-303. Section 48-11-304 makes the amendment effective when filed unless it gives a delayed date and time no more than 90 days later. The current form requires an original or verified electronic or digital signature rather than a typed or conformed signature.

Keep restatement, correction, agent, and bylaws separate

Section 48-20-107 lets the board restate the charter without shareholder action when the restatement only consolidates existing text. Any included amendment still follows its own approval rule. Current SS-4703 is the amended-and-restated form; the official instructions list mail and walk-in filing, not e-filing.

An incorrect statement or defective execution in an already filed record uses articles of correction under § 48-11-305. A registered-agent or office change uses the statement-of-change route in § 48-15-102. Bylaws follow § 48-20-201, not the charter-amendment filing.

What trips people up

Tennessee adds a county-copy step that the state amendment form does not spell out. Section 48-11-303(d) requires a copy of a charter amendment, restatement, or amended and restated charter to be filed with the register of deeds in the county of the principal office when that office is in Tennessee. The statutory county charge is $5 plus 50 cents per page after the fifth page.

A benefit-corporation election is not just an ordinary name label. Under § 48-28-102, additional or different benefit-corporation requirements apply, and the current forms identify separate professional, insurance, banking, trust, and other designations. Those classifications should be resolved before using the ordinary amendment route.

Common questions

Does a name change end a pending case under the old name?

No. Section 48-20-109 says a corporate-name amendment does not abate a proceeding brought by or against the corporation in its former name.

Must the amendment be notarized?

Not under the general filing rule. Section 48-11-301 says an acknowledgment, verification, or proof may be included but is not required. The current form still requires a valid signature, printed name, date, and signer capacity.

Can a restatement quietly add a new amendment?

It may include an amendment, but § 48-20-107 sends that amendment through the approval rule that would otherwise apply. A restatement cannot be used to avoid a required shareholder or class vote.

Statutes and sources

• Tennessee Code Annotated §§ 48-20-101 to -109 — authority, board-only and shareholder routes, class voting, pre-share action, filing contents, restatement, and name-change effect. Current-code transform, accessed August 16, 2026.
• Tennessee Code Annotated §§ 48-17-104 to -105 and §§ 48-17-206 to -207 — consent, notice, quorum, voting, and multiple voting groups. Current-code transform, accessed August 16, 2026.
• Tennessee Code Annotated §§ 48-11-301 and 48-11-303 to -305 — signer, state and county fees, effective time, and correction. Current-code transform, accessed August 16, 2026.
• Tennessee Secretary of State SS-4421 (rev. 04/25) and SS-4703 (rev. 06/25) — current amendment and amended-restatement fields, signatures, methods, and fee. Amendment form and restatement form, accessed August 16, 2026.