Form a Nonprofit in Tennessee
Everything you need to know about forming a Nonprofit in Tennessee. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Name for Your Nonprofit
Select a unique name that complies with Tennessee naming rules — it must include 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation, and must be distinguishable from existing entities. Search the Tennessee Secretary of State's business name database to confirm availability.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Tennessee (not a P.O. Box) to receive legal and official documents on behalf of the nonprofit. The agent can be an individual Tennessee resident or a qualified business entity.
15 minutes
Recruit Initial Directors
Tennessee requires at least three directors to form a nonprofit corporation. Identify your founding board members, as their names and addresses will be needed for your Articles of Incorporation.
1-2 hours
File Articles of Incorporation
Prepare and file the Articles of Incorporation with the Tennessee Secretary of State, either online through the SOS Business Services portal or by mail. The filing fee is $100, and you must include the nonprofit's purpose, registered agent info, and director details.
1 hour
What's Next After Filing
Once your Nonprofit is officially formed, you'll want to complete these important steps:
- •Draft Bylaws and Hold Organizational Meeting — Create bylaws that govern your nonprofit's operations, including board structure, meeting procedures, officer roles, and conflict-of-interest policies. Hold an initial organizational meeting of the board to adopt bylaws and elect officers.
- •Obtain an EIN and Apply for Federal Tax-Exempt Status — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then file IRS Form 1023 (or 1023-EZ for smaller organizations) to apply for 501(c)(3) tax-exempt status. This step is critical for receiving tax-deductible donations.
- •Register for Tennessee State Tax Exemptions and Charitable Solicitation — Apply for Tennessee state sales and use tax exemption with the Tennessee Department of Revenue. If your nonprofit solicits charitable contributions from the public, register with the Tennessee Division of Charitable Solicitations and Gaming and renew annually.
Advantages
- ✓Eligible for federal 501(c)(3) tax-exempt status, exempting the organization from federal and state income taxes
- ✓Donors can make tax-deductible contributions, which can significantly boost fundraising capacity
- ✓Eligible for Tennessee state sales and use tax exemption on qualifying purchases
- ✓Limited liability protection for directors, officers, and members from the organization's debts and legal obligations
- ✓Access to grant funding from government agencies and private foundations that exclusively fund incorporated nonprofits
Considerations
- •Formation and ongoing compliance are more complex and time-consuming than for-profit entities, including IRS 501(c)(3) application which can take months
- •Strict restrictions on private benefit — no profits or assets can be distributed to directors, officers, or members
- •Subject to public disclosure requirements, including annual IRS Form 990 filings which are publicly accessible, reducing financial privacy
Annual Obligations
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