How to Start a Nonprofit in Tennessee

Starting a nonprofit in Tennessee is straightforward and cost-effective. Tennessee offers a major advantage most states don't have: no state income tax. This eliminates an entire category of tax compliance burden. The state's requirements are clear, fees are low, and the regulatory environment is nonprofit-friendly. This guide walks you through every step.

Why Tennessee Is Great for Nonprofits

Several factors make Tennessee attractive:

• No state income tax: This is huge. Your nonprofit doesn't pay state income tax, and you don't file a state equivalent of Form 990. This alone simplifies compliance significantly.
• Low filing fees: $100 for incorporation, $5 for annual report (among the lowest in the nation), $50 for charitable solicitation registration.
• Clear statute: Tennessee Code Annotated Title 48 is well-organized and straightforward.
• Straightforward sales tax exemption: Four-year certificate (not annual renewal); reasonably clear rules.
• Three-director minimum aligns with IRS: Tennessee requires three directors by statute, which matches IRS requirements perfectly.

The main points to know: Tennessee requires at least three directors (not optional), the President and Secretary must be different people, and sales tax exemption applies only to purchases (not sales).

Formation Process: Complete Step-by-Step

1. Check Name Availability and Understand Requirements

Your nonprofit's name must not be identical or confusingly similar to any existing business name registered with the Tennessee Secretary of State.

How to check:

• Use the Business Entity Search at https://sos.tn.gov/
• Search is free and instant

Name requirements:

• Must include a corporate designator: "Corporation," "Incorporated," "Limited," or abbreviations (Corp., Inc., Ltd.)
• Cannot be identical or confusingly similar to existing registered names
• Cannot contain words implying banking, insurance, or other regulated activities without special approval

Optional name reservation:

• Exact reservation fee and process needs verification, but name reservation is available

2. File Your Charter (Articles of Incorporation)

In Tennessee, the foundational incorporation document is called a "Charter."

Form: Form SS-4418 (Charter Nonprofit Corporation—Updated 01/25) Download: https://sos-prod.tnsosgovfiles.com/s3fs-public/document/SS-4418%20Charter%20Non-Profit.pdf Filing methods:

• Online through Tennessee Corporations and Business (TNCaB) portal at https://tncab.tnsos.gov/
• Mail to Tennessee Secretary of State, ATTN: Corporate Filing, 6th Floor - Snodgrass Tower, 312 Rosa L. Parks Avenue, Nashville, TN 37243
• In person at the same address

Fee: $100

Processing time: Approximately 5–10 business days

Required content:

• Organization name with corporate designator (Corp., Inc., Ltd., Corporation, Incorporated, or Limited)
• Purpose statement: Must declare the organization's purpose and state whether it's a mutual benefit, public benefit, or religious corporation
• Dissolution clause: Must state what happens to assets in event of liquidation or dissolution (required for 501(c)(3))
• Private inurement prohibition: Statement indicating nonprofit will not engage in unrelated activities or allow private benefit
• Registered agent name and address: Must be at least 18 years old, Tennessee resident with physical (not P.O. box) address in Tennessee
• Incorporator(s): Name and signature of at least one incorporator
• Principal office address
• Member provisions: Specify whether corporation has members

Critical for IRS 501(c)(3):

• Clear charitable purpose clause
• Dissolution clause requiring remaining assets go to qualified 501(c)(3) or public charity
• Statement of exclusively charitable purpose
• Prohibition on private inurement or unrelated business activities

3. Obtain Your Federal EIN

How to apply:

• Online at IRS.gov (fastest)
• By phone: 1-800-829-4933

Timeline: Instant for online applications.

Cost: Free.

4. Prepare and Adopt Bylaws

Bylaws are your internal governance manual. Tennessee requires them but does not require filing with the state.

What bylaws should address:

• Board meeting procedures (frequency, notice, quorum)
• Officer roles and responsibilities
• Member provisions (if applicable)
• Committee structure
• Conflict of interest policies
• Amendment procedures

Tennessee specificity: The most important Tennessee-specific provision: President and Secretary must be different individuals. Tennessee Code § 48-58-201 explicitly requires this.

Important: Bylaws stay internal and confidential. Do not file with the state.

5. Hold Your Organizational Meeting

Convene your initial board (at least three directors, as required by Tennessee statute) and formally:

• Adopt bylaws
• Appoint officers (ensuring President and Secretary are different people)
• Designate registered agent
• Document everything in written meeting minutes

These minutes are crucial evidence of proper governance for your 501(c)(3) application.

6. Designate Your Registered Agent

Every Tennessee nonprofit must have a registered agent.

Requirements:

• At least 18 years old
• Tennessee resident
• Physical street address in Tennessee (no P.O. boxes)
• Individual or authorized business entity

Commercial registered agent services: Available at typical cost of $50–$150/year.

Change of agent: Change form required with a $25 fee (needs verification).

7. Apply for Federal 501(c)(3) Tax-Exempt Status

Forms:

• Form 1023 (full application—recommended)
• Form 1023-EZ (simplified version, if you qualify)

Required materials:

• Charter
• Bylaws
• Conflict of interest policy
• Financial projections
• Description of programs and activities

Processing: Typically 2–4 months.

Cost: Form 1023 is $275; Form 1023-EZ is $175. Fee waivers available for smaller organizations.

Tennessee Governance Requirements

Board of Directors

Tennessee is unique in requiring a minimum board size by statute.

• State requirement: Minimum 3 directors (T.C.A. §48-58-103)
• This is mandatory—not optional like in some states
• IRS requirement: Also 3 directors for 501(c)(3) recognition
• Advantage: Tennessee's requirement perfectly aligns with IRS expectations
• No residency requirement: Directors do not need to live in Tennessee
• No age requirement: Statute doesn't specify (standard practice: 18+)
• Compensation: Permitted if authorized by bylaws

Officers

Required officers:

• President (mandatory)
• Secretary (mandatory)
• Treasurer (recommended, though not statutorily mandated)

Critical restriction: President and Secretary must be different individuals (T.C.A. §48-58-201). This is unique to Tennessee. You cannot have the same person serve as both President and Secretary.

Other officers: Vice President or other positions can be created in bylaws.

One-person limitation: While President and Secretary must be different, other positions can be held by the same person.

Meetings

• Frequency: No state-mandated minimum; specify in bylaws (annual meeting recommended)
• Notice: As provided in bylaws or charter
• Special meetings: Standard practice is 2–10 days' notice
• Quorum: Majority of directors as fixed in bylaws (default: majority)
• Remote participation: Permitted unless restricted by charter or bylaws (T.C.A. §48-58-203)
• Action without meeting: Permitted by written consent

Bylaws

• Required by statute: Yes (T.C.A. §48-52-106)
• Must be filed with state: No (internal documents)
• Content flexibility: Statute is permissive on specific bylaw content

Tennessee's Tax Treatment

State Income Tax

Major advantage: Tennessee has no state income tax for individuals or corporations (as of 2026).

What this means:

• Your nonprofit doesn't pay state income tax
• No state Form 990 equivalent filing
• No state income tax exemption application needed
• Major reduction in tax compliance burden

This is one of Tennessee's greatest advantages for nonprofits.

Sales Tax Exemption

Tennessee offers sales tax exemption for qualifying nonprofits, but with important limitations.

Eligibility:

• Organization must be registered as 501(c)(3) with IRS
• Exemption applies only to purchases the nonprofit makes for its own use and consumption
• Does not apply to sales the nonprofit makes to consumers

How to apply:

• Apply for Sales and Use Tax Certificate of Exemption from Tennessee Department of Revenue
• Online application at revenue.tn.gov
• No fee

Certificate validity: Valid for 4 years (not annual renewal like some states)

Renewal: Must renew every four years

What's covered:

• Office supplies and equipment
• Computers and technology
• Furniture
• Items used for organization's charitable purposes

Critical gotcha: If your nonprofit conducts sales of taxable products or services to consumers, you must register to collect and remit sales tax on those sales. The exemption applies only to what you buy, not what you sell.

Franchise and Excise Tax

Nonprofit organizations are generally exempt from franchise and excise tax, but exemption is conditional on not engaging in unrelated trades or businesses.

Unrelated Business Income Tax (UBIT)

• If UBIT exceeds $1,000, must report on Schedule J4 of state excise tax return
• Only one standard deduction allowed per return regardless of number of unrelated businesses
• File with Tennessee Department of Revenue

Property Tax Exemption

Property tax exemption is available for nonprofit property.

Eligibility:

• Property must be owned by the nonprofit
• Property must be used for religious, charitable, scientific, or nonprofit educational purposes
• Organization must have an exemption application on file for each parcel

How to apply: Contact your County Tax Assessor's office in the county where property is located

Renewal: Varies by county (specific renewal requirements need verification)

Annual Compliance and Ongoing Filings

Annual Report

Form: Annual Report (filed through TNCaB online portal) Filed with: Tennessee Secretary of State Fee: $5 (one of the lowest in the nation) Due: 1st day of the 4th month following the end of your accounting period Example: For calendar-year nonprofits, due April 1 Filing method: Online through Tennessee Corporations and Business portal at https://tncab.tnsos.gov/

Content: Confirm or update:

• Organization name and address
• Registered agent information
• Principal office address
• Officers and directors

Failure to file: Secretary of State will issue notice of pending dissolution/revocation; organization has 60 days to comply before dissolution proceedings begin.

Note: Tennessee does NOT charge late fees for overdue annual reports, but non-filing still results in administrative dissolution threat.

Unrelated Business Income Tax (If Applicable)

When required: If UBIT exceeds $1,000

Form: Schedule J4 (Tennessee Excise Tax Return—Unrelated Business Taxable Income)

Deadline: Same as federal (15th day of 5th month after fiscal year end)

Where to file: Tennessee Department of Revenue

Charitable Solicitation Registration

If you solicit contributions, you must register with the Tennessee Secretary of State, Division of Charitable Solicitation and Gaming.

What is "solicitation": Any request for contributions

Exemptions (no registration required):

• Religious organizations (501(c)(3) religious organizations are explicitly exempt)
• Organizations receiving less than $30,000 in gross contributions annually
• Corporations established by act of Congress required by federal law to report to Congress

Initial registration:

• Form: Form SS-6001 (Charitable Organization Initial Registration)
• Fee: $50
• Timeline: Register BEFORE you begin soliciting
• URL: https://sos.tn.gov/charities
• Required attachments:
  • Copy of recent IRS Form 990 (or Summary of Financial Activities if not filing federal 990)
  • IRS determination letter (501(c)(3) letter)
  • If gross revenue exceeds $500,000: audited financial statement

Annual renewal:

• Form: Form SS-6007 (Application to Renew Registration)
• Fee: $0–$10 depending on gross revenue (exact threshold needs verification)
• Deadline: Last day of 6th month after fiscal year end (June 30 for calendar-year organizations)
• Extension: Available (up to 90 days) by filing Extension Request form

Required renewal attachments: Copy of IRS Form 990 and IRS determination letter

Late renewal consequences: Organizations not timely renewed may face administrative dissolution.

Key Compliance Deadlines

| When | What | Fee | Notes | |------|------|-----|-------| | Upon filing | Charter (Articles of Incorporation) | $100 | 5–10 business days processing | | 1st of 4th month after FY end | Annual Report | $5 | Online filing required; no late fees but non-filing triggers dissolution threat | | Before first solicitation | Charitable Solicitation Registration (if required) | $50 | Required if fundraising | | Last day of 6th month after FY end | Charitable Solicitation Renewal (if registered) | $0–$10 | Extension available up to 90 days | | 15th of 5th month after FY end | Form 990 (federal) | $0 | Or Form 990-N if eligible | | 15th of 5th month after FY end | Schedule J4 (if UBIT > $1,000) | $0 | File with Tennessee Department of Revenue |

Important Considerations

President and Secretary Must Be Different People

Tennessee's requirement that President and Secretary be different individuals is unique. Small nonprofits with limited leadership should be aware this eliminates the option to have one person serve in both roles. You'll need to identify at least two officers.

No State Income Tax Is a Huge Advantage

This can't be overstated. The absence of Tennessee state income tax eliminates an entire category of tax compliance and dramatically simplifies your annual obligations.

Sales Tax Exemption Applies Only to Purchases, Not Sales

This is a common misunderstanding. If your nonprofit makes sales of taxable products or services to the public, you must register for sales tax and collect/remit on those sales. The exemption applies only to what you buy.

Three-Director Minimum Is Mandatory

Unlike many states where board size is flexible, Tennessee requires at least three directors by statute. This actually aligns perfectly with IRS requirements, but it means you can't operate with a smaller board.

The $30,000 Charitable Solicitation Threshold

Organizations raising less than $30,000 annually are exempt from charitable solicitation registration. However, once you exceed this threshold, registration becomes required. Plan ahead as you grow.

Annual Report Fee Is Minimal

At just $5, Tennessee's annual report fee is among the lowest in the nation. This is a huge cost advantage.

Charter Form Requires Careful Drafting

The Charter form requires you to specify whether your organization is mutual benefit, public benefit, or religious. Make sure this designation aligns with your actual mission and your IRS 501(c)(3) plans.

Your Next Steps

1. Check name availability in the Tennessee Secretary of State database.
2. Identify your initial board (at least 3 unrelated directors, with at least 2 serving as President and Secretary).
3. Prepare your Charter with proper purpose statement, dissolution clause, and private inurement prohibition.
4. File online through TNCaB portal (5–10 business days).
5. Obtain your EIN from the IRS.
6. Draft bylaws (remembering that President and Secretary must be different people).
7. Hold organizational meeting and document in minutes.
8. Apply for sales tax exemption certificate (if applicable).
9. Apply for 501(c)(3) status (Form 1023 or 1023-EZ).
10. Register for charitable solicitation if you'll fundraise (if required).
11. Mark your calendar for April 1 annual report deadline (for calendar-year nonprofits).

Get Expert Help

For personalized guidance, our Nonprofit Startup Navigator service walks you through each step. Or book a brief Advisory Call to discuss your specific situation.

For hands-on guidance through Tennessee nonprofit formation, the Nonprofit Startup Navigator provides step-by-step support from incorporation through 501(c)(3) determination.

Ready to explore more? Visit our nonprofit formation hub for guides to all 50 states, or read our complete 501(c)(3) startup guide.