Starting a Nonprofit Corporation in Tennessee 2024: Your Step-by-Step Guide

How to Start a Nonprofit Corporation in Tennessee

Are you passionate about making a difference in your community? Starting a nonprofit organization in Tennessee can be a fantastic way to create lasting change and positively impact the lives of those around you. However, navigating the legal and regulatory requirements of starting a Nonprofit Corporation can be daunting, especially if you are new to the process.

This guide aims to simplify the process of forming a Nonprofit Corporation in Tennessee by providing a step-by-step approach to ensure that your organization is set up for success from the start. At LLCBase, we understand that forming a nonprofit corporation can be an overwhelming experience, so we are here to help you achieve your goals every step of the way.

What is a Nonprofit Corporation

A Nonprofit Corporation is a legal entity organized and operated for purposes other than profit-making. The primary goal of a Nonprofit Corporation is to serve the public interest, promote a specific social cause, or support a charitable, religious, educational, scientific, or artistic mission. Unlike traditional for-profit corporations in Tennessee, Nonprofit Corporations do not distribute profits to shareholders or owners. Instead, surplus funds are reinvested into the organization to further its mission and objectives. When starting a nonprofit corporation, consult the best formation service in Tennessee to assist you.

Nonprofit Corporations are granted special tax-exempt status under Section 501(c) of the Internal Revenue Code in the United States, which exempts them from federal income taxes. Nonprofit Corporations may also be eligible for state and local tax exemptions. This tax-exempt status allows Nonprofits to receive tax-deductible donations and grants, making it easier for them to raise funds for their cause.

Some common types of Nonprofit Corporations include charities, foundations, social welfare organizations, trade associations, and religious institutions. These organizations play a vital role in society by addressing various social, environmental, and cultural issues, providing essential services, and enhancing the overall quality of life for communities.

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Steps to Form a Tennessee Nonprofit Corporation

Below is an extensive overview of the steps to initiate a nonprofit corporation in Tennessee:

Step 1. Choose a Name

The first step in starting a Nonprofit Corporation in Tennessee is choosing an appropriate name for your organization. The name must be unique and distinguishable from other businesses registered in the state. You can conduct a preliminary name search on the Tennessee Secretary of State‘s website to check the availability of your desired name. Additionally, the name should not include any prohibited words or phrases, such as “bank” or “insurance.”

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Step 2. Appoint Tennessee Registered Agent

When forming a Nonprofit Corporation in Tennessee, you must appoint Registered Agent in Tennessee. The Registered Agent is responsible for receiving legal documents and correspondence on behalf of your organization. They must have a physical address in Tennessee and be available during regular business hours. You can choose an individual or a professional Registered Agent service to serve in this role.

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Step 3. Appoint Board Members and Officers

In Tennessee, a Nonprofit Corporation must have at least three board members responsible for overseeing the management and operations of the organization. The board must also elect officers, such as a president, secretary, and treasurer. It is important to choose individuals who are passionate about your organization’s mission and have the skills to carry out their duties effectively.

Step 4. File Charter for Profit Corporation

To officially form a Nonprofit Corporation in Tennessee, you must file the Charter for Profit Corporation with the Tennessee Secretary of State. The filing fee is $100 for online and by mail filing. Your Charter for Profit Corporation must include the following required provisions:

  • Name of the Nonprofit Corporation
  • Purpose of the organization
  • A statement that the organization is a Nonprofit Public Benefit Corporation
  • Name and address of the Registered Agent
  • Statement of how the organization’s assets will be distributed upon dissolution

Optional provisions that can be included in the Charter for Profit Corporation are specific limitations or restrictions on the organization’s activities, indemnification of directors and officers, and any additional information that may be relevant to the organization.

Step 5. Apply for EIN

After filing your Charter for Profit Corporation, you must obtain an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). This nine-digit number is used to identify your organization for tax purposes and is required when applying for tax-exempt status or opening a bank account. You can apply for an EIN online, by fax, or by mail.

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Step 6. Draft Bylaws and Policy

Bylaws are the internal rules and procedures that govern the operation of your Nonprofit Corporation. They should outline the roles and responsibilities of board members and officers and the process for holding meetings and making decisions. Additionally, your organization should adopt a conflict of interest policy to properly address potential conflicts involving board members or officers.

Step 7. Hold an Organizational Meeting

Once you have drafted your bylaws and conflict of interest policy, you should hold an organizational meeting with your board members and officers. During this meeting, you will adopt the bylaws and conflict of interest policy, elect officers, and make any other initial decisions necessary for the operation of your Nonprofit Corporation.

Step 8. Obtain Licenses and Permits

Depending on the nature of your organization, you may be required to obtain business licenses and permits in Tennessee to operate legally. This can include local business licenses, zoning permits, and any specific licenses required for your organization’s activities. Consult your Tennessee Secretary of State for more information.

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Step 9. Register for Tennessee State Taxation

While many Nonprofit Corporations are exempt from federal income tax, they may still be subject to Tennessee state taxes. You must register with the Tennessee Department of Revenue and may be required to file annual tax returns.

Step 10. Register for Charitable Solicitation

If your Nonprofit Corporation plans to solicit donations from the public, you must register with the Tennessee Attorney General’s Office. This registration is required before legally soliciting charitable contributions in Tennessee.

Fee Schedule for Starting a Tennessee Nonprofit Corporation

Here are the fees associated when starting a corporation in Tennessee:

  • Charter for Profit Corporation Filing Fee: $100 for online and by mail filing
  • Employer Identification Number (EIN) Application: Free
  • Form 1023 (Application for Recognition of Exemption) User Fee: $600 (for most organizations)
  • Form 1023-EZ (Streamlined Application for Recognition of Exemption) User Fee: $275
  • Statement of Information Filing Fee: $20 if domestic, $20 if foreign

Please note that these fees are subject to change, and additional fees may be applicable depending on the specific requirements of your nonprofit organization, such as obtaining licenses and permits. Always consult the respective agency websites and experts for the most up-to-date information.

Apply for 501(c)(3) Tax-Exempt Status

Once you have successfully formed your Tennessee Nonprofit Corporation, the next crucial step is to apply for tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. This status allows your organization to be exempt from federal income taxes and is essential for receiving tax-deductible donations and grants.

  1. Prepare IRS Form 1023 or 1023-EZ: The first step in applying for 501(c)(3) tax-exempt status is selecting the correct application form. Most organizations will use IRS Form 1023, the Application for Recognition of Exemption. However, smaller organizations may be eligible to use the shorter Form 1023-EZ. This streamlined application is only available to organizations with annual gross receipts of $50,000 or less and total assets of $250,000 or less. Review the eligibility requirements on the IRS website to determine which form is most appropriate for your Nonprofit Corporation in Tennessee.
  2. Submit the Application: After completing the appropriate application form, submit it with the required user fee to the IRS. The fee will depend on your organization’s size and financial status, so consult the IRS website for the most up-to-date information.Keep in mind that the IRS review process can take several months. During this time, maintain good records and continue to operate your Tennessee Nonprofit Corporation in compliance with state and federal regulations. If your application is approved, you will receive a Determination Letter from the IRS confirming your tax-exempt status.
Tennessee State Tax Exemption

In addition to federal tax exemption, your Tennessee Nonprofit Corporation may also qualify for state tax exemption. To apply, submit Form Form RV-F130690, Exemption Application, to the Tennessee Department of Revenue and the required supporting documentation. If approved, your organization will be exempt from Tennessee state income tax and may qualify for exemption from other state taxes.

Ongoing Compliance

After successfully forming your Tennessee Nonprofit Corporation and obtaining tax-exempt status, it’s essential to maintain compliance with state and federal regulations. This includes filing annual reports, paying state and federal taxes, and maintaining good records.

  • File Annual Reports: Your Tennessee Nonprofit Corporation must file an annual report with the Tennessee Secretary of State each year. This report, known as the Statement of Information, is due yearly within a specific time frame based on your organization’s registration date. Failure to file the report on time may result in penalties and suspending your organization’s corporate status.
  • State Taxes: Even with tax-exempt status, your Tennessee Nonprofit Corporation may still be responsible for certain state taxes, such as sales tax permits on goods and services sold by your organization. Consult the Tennessee Department of Revenue’s website for more information on state tax requirements.
  • Federal Taxes: While your organization may be exempt from federal income tax, you must still file an annual information return with the IRS. This is typically Form 990, 990-EZ, or 990-N, depending on your organization’s size and financial activity. Consult the IRS website for more information on which form your Tennessee Nonprofit Corporation should file.
  • Maintain Good Records: Keeping accurate and up-to-date records is essential for maintaining your Nonprofit Corporation’s compliance with state and federal regulations. This includes financial records, meeting minutes, and other organizational documents. Strong recordkeeping practices will help you stay compliant and provide a solid foundation for your organization’s growth and success.

FAQs

What are the basic steps to start a nonprofit corporation in Tennessee?
The basic steps include choosing a name, drafting articles of incorporation, appointing a board of directors, obtaining an employer identification number, and filing for tax-exempt status with the IRS.
Can anyone start a nonprofit corporation in Tennessee?
Yes, as long as the individuals involved are at least 18 years old and have a genuine charitable purpose.
How long does it take to start a nonprofit corporation in Tennessee?
The amount of time it takes to start a nonprofit corporation in Tennessee can vary depending on the complexity of the organization and how quickly the necessary paperwork is completed and approved.
What should I consider when choosing a name for my nonprofit corporation in Tennessee?
You should consider choosing a name that is easily recognizable, memorable, and unique. It should also reflect the purpose of your organization.
What are the nonprofit corporation filing fees in Tennessee?
As of 2021, the filing fees for nonprofit corporations in Tennessee range from $50 to $100, depending on the specific type of organization.
Does Tennessee have any specific laws or regulations for nonprofit corporations?
Yes, Tennessee has specific laws and regulations that apply to nonprofit corporations, including rules for charitable donations, tax-exempt status, and organizational governance.
Can a nonprofit corporation in Tennessee make a profit?
Yes, a nonprofit corporation in Tennessee can make a profit, but any profits must be used to further the organization’s charitable purpose and may not be distributed to the organization’s members or directors.
How many directors are required to start a nonprofit corporation in Tennessee?
Tennessee requires at least three directors to start a nonprofit corporation.
Can board members of a nonprofit corporation be compensated in Tennessee?
Yes, board members can be compensated in Tennessee, but the compensation must be reasonable and in keeping with industry standards.
Does Tennessee offer any tax incentives for nonprofits?
Yes, nonprofit organizations in Tennessee are exempt from state sales and use taxes on their purchases, and there are additional tax exemptions available for certain types of nonprofit activities.
Can I file for nonprofit corporation tax-exempt status on my own in Tennessee?
Yes, you can file for tax-exempt status on your own, but it is recommended that you seek the assistance of a qualified nonprofit attorney or accountant to ensure that the filing is done correctly.
What are the residency requirements for starting a nonprofit corporation in Tennessee?
There are no specific residency requirements for starting a nonprofit corporation in Tennessee.
Can I start a nonprofit corporation in Tennessee to benefit a specific individual or family?
No, nonprofit corporations in Tennessee must have a charitable purpose that benefits a broad group of individuals or the community as a whole.
What paperwork is required to start a nonprofit corporation in Tennessee?
The paperwork required to start a nonprofit corporation in Tennessee includes articles of incorporation, bylaws, and an employer identification number application.
Can I choose my own board of directors for my nonprofit corporation in Tennessee?
Yes, as long as the board of directors meets the minimum requirement of three directors and is not in conflict with any state regulations.
What is the process for obtaining tax-exempt status for a nonprofit corporation in Tennessee?
The process for obtaining tax-exempt status for a nonprofit corporation in Tennessee involves filing Form 1023 or 1023-EZ with the IRS.
Do nonprofit corporations in Tennessee have to register with the state Attorney General’s office?
Yes, nonprofit corporations in Tennessee are required to send annual registration and financial reports to the state Attorney General’s office.
How do I determine if my nonprofit corporation in Tennessee is tax-exempt?
If your nonprofit corporation has been granted tax-exempt status by the IRS, you should receive a determination letter confirming your status.
Can I start a nonprofit corporation on my own, or do I need a team?
While it is technically possible to start a nonprofit corporation in Tennessee on your own, it is typically recommended that you have a group of individuals with a range of skills and expertise to help you build and manage the organization.
What kind of activities are considered charitable for a nonprofit corporation in Tennessee?
Charitable activities include providing services or advocating for individuals or groups in need, supporting educational or scientific research, and promoting arts and culture.
Can a nonprofit corporation in Tennessee conduct political lobbying?
Yes, but a nonprofit corporation’s lobbying efforts must be limited and not significantly interfere with the organization’s tax-exempt status or charitable purpose.
Can a nonprofit corporation in Tennessee be dissolved?
Yes, a nonprofit corporation in Tennessee can be dissolved if it is no longer fulfilling its charitable purpose, its services are no longer needed, or it is unable to maintain its operations.
What is the life span of a nonprofit corporation in Tennessee?
The life span of a nonprofit corporation in Tennessee is perpetual, meaning it can exist indefinitely, as long as it remains in compliance with state and federal regulations.
What is the process for changing the name or purpose of a nonprofit corporation in Tennessee?
The process for changing the name or purpose of a nonprofit corporation in Tennessee involves amending the articles of incorporation and notifying the appropriate regulatory agencies.
How often are nonprofit corporations in Tennessee required to hold board meetings?
Nonprofit corporations in Tennessee are typically required to hold regular board meetings at least once a year, but more frequent meetings may be necessary depending on the needs of the organization.
How can I find grant opportunities for my nonprofit corporation in Tennessee?
There are a variety of online resources, such as grant databases and nonprofit directories, that can help you find grant opportunities for your nonprofit corporation in Tennessee.
Does Tennessee require nonprofit corporations to have a registered agent?
Yes, Tennessee requires nonprofit corporations to have a registered agent who is responsible for receiving legal paperwork and other documents on behalf of the organization.
Is it possible to convert a for-profit corporation to a nonprofit corporation in Tennessee?
Yes, it is possible to convert a for-profit corporation to a nonprofit corporation in Tennessee, but the process can be complex and may require consulting with legal and financial professionals.
What is a nonprofit corporation in Tennessee?
A nonprofit corporation in Tennessee is an organization that does not issue stocks or dividends, and exists to promote a social purpose.
What type of organization should I form in Tennessee?
It depends on your specific needs. You can form a separate tax-exempt organization or incorporate as a nonprofit corporation.
How can I check if a name is already taken in Tennessee?
You can use the Tennessee Secretary of State’s business name search tool to check if a name is already taken in Tennessee.
Do I need to have a registered agent in Tennessee?
Yes, you are required to have a registered agent with a physical street address in Tennessee.
How many directors must a Tennessee nonprofit have?
A Tennessee nonprofit corporation must have at least three directors.
Is there a filing fee to form a nonprofit corporation in Tennessee?
Yes, the filing fee to form a nonprofit corporation in Tennessee is $100.
Do I need to file for tax-exempt status with the IRS to operate as a nonprofit in Tennessee?
You do not need to file for tax-exempt status, but it can be beneficial for fundraising purposes.
How does a nonprofit corporation in Tennessee pay taxes?
A nonprofit corporation in Tennessee may be exempt from certain state taxes, but they must still pay federal taxes.
Can I raise money through fundraising in Tennessee before my nonprofit is incorporated?
No, Tennessee law requires nonprofits to be incorporated before soliciting funds.
What is the annual reporting requirement for Tennessee nonprofits?
Tennessee nonprofits must file an annual report with the Secretary of State’s office.
Are officers required for a Tennessee nonprofit corporation?
No, but it is commonly recommended to have officers to handle specific responsibilities.
Does a Tennessee nonprofit corporation need to have bylaws?
Yes, bylaws are required for Tennessee nonprofit corporations.
What is the residency requirement for directors of a Tennessee nonprofit?
There is no residency requirement for directors of a Tennessee nonprofit.
Can board members be compensated in Tennessee?
Board members of a Tennessee nonprofit corporation can be compensated for their services but must disclose this information to the organization and the public.
How long does it take to incorporate a nonprofit in Tennessee?
The process can take up to six weeks in Tennessee.
What is the process for filing articles of incorporation in Tennessee?
You must file Articles of Incorporation with the Tennessee Secretary of State’s office.
How do I obtain a federal tax identification number for my Tennessee nonprofit corporation?
You can obtain a federal tax identification number from the IRS by filing Form SS-4.
Can a foreign corporation operate as a nonprofit in Tennessee?
A foreign corporation must register with the State of Tennessee before operating as a nonprofit.
What is a 501(c)(3) organization in Tennessee?
A 501(c)(3) organization is a tax-exempt nonprofit that is eligible to receive tax-deductible donations.
What is the initial filing for a Tennessee nonprofit corporation?
The initial filing for a Tennessee nonprofit corporation is Articles of Incorporation.
Can a Tennessee nonprofit make political endorsements?
No, a Tennessee nonprofit cannot make political endorsements or contribute to political campaigns.
What is required to amend the Articles of Incorporation for a Tennessee nonprofit?
Tennessee nonprofits must file an amendment with the Secretary of State’s office to amend their Articles of Incorporation.
Are there annual meetings requirements for Tennessee nonprofits?
Yes, Tennessee nonprofits must hold an annual meeting of their Board of Directors.
What is the purpose of the Tennessee Charitable Solicitations Act?
The Tennessee Charitable Solicitations Act regulates the solicitation of charitable contributions.
Does Tennessee require a specific mission statement for nonprofits?
No, Tennessee does not require a specific mission statement for nonprofits.
Can a Tennessee nonprofit be dissolved?
Yes, a Tennessee nonprofit can be dissolved by filing Articles of Dissolution with the Secretary of State’s office.
Is there any liability protection for a Tennessee nonprofit’s directors and officers?
Yes, directors and officers of a Tennessee nonprofit are generally protected from personal liability.
Can a Tennessee nonprofit engage in international activities?
Yes, a Tennessee nonprofit can engage in international activities, as long as they adhere to relevant laws and regulations.
What type of ongoing compliance is required for a Tennessee nonprofit?
Ongoing compliance for a Tennessee nonprofit includes filing annual reports, maintaining accurate records, and adhering to applicable laws and regulations.

Also Read

Why You Should Start Tennessee Nonprofit

First and foremost, starting a nonprofit allows you to contribute to causes that you are truly passionate about. Whether you want to help address poverty, advocate for environmental conservation, or support education initiatives, creating a nonprofit gives you the opportunity to make a tangible difference in the world. By starting your own organization, you have the freedom to tailor your efforts to align with your values and beliefs, fostering a sense of purpose and fulfillment unlike any other.

Moreover, launching a nonprofit enables you to bring together like-minded individuals who share your passion and vision. By rallying volunteers, donors, and supporters around a common cause, you can build a strong network of individuals who are dedicated to creating positive change. The sense of community and camaraderie that comes from working towards a shared goal can be immensely rewarding, fostering connections and relationships that can last a lifetime.

Additionally, starting a nonprofit allows you to leverage your skills, expertise, and resources to address pressing issues facing your community. Whether you have a background in marketing, fundraising, program management, or another field, your unique strengths can be invaluable in advancing your organization’s mission and goals. By utilizing your talents in a meaningful way, you can make a tangible impact and leave a lasting legacy that transcends your individual contributions.

Furthermore, founding a nonprofit can also provide opportunities for personal growth and development. As you navigate the challenges and complexities of running an organization, you will undoubtedly acquire new skills, hone existing talents, and broaden your perspective on issues affecting your community. Engaging in the strategic planning, decision-making, and outreach efforts required to sustain a nonprofit can help you grow as a leader and make a lasting impact on those around you.

Finally, starting a nonprofit in Tennessee can be a powerful way to give back to your community and create a more equitable and inclusive society for all. By tackling social, environmental, or economic issues at the local level, you can work towards building a brighter and more sustainable future for generations to come. Whether you are motivated by a desire to combat injustice, promote equality, or empower underserved populations, starting a nonprofit can be a powerful tool for driving positive change and advancing social progress.

In sum, if you are looking to make a meaningful impact, foster community connections, leverage your skills, and promote positive change in Tennessee, starting a nonprofit may be the perfect opportunity for you. By embarking on this rewarding journey, you can create a lasting legacy that benefits both your community and the world at large. So why wait? Take the first step towards founding your own nonprofit organization today.

Conclusion

Forming a Tennessee Nonprofit Corporation and maintaining compliance with state and federal regulations are crucial to creating a successful organization. By ensuring your organization remains compliant, you can focus on fulfilling your mission and serving your community without worrying about legal or financial setbacks.

While this guide provides an overview of forming a Nonprofit Corporation in Tennessee, it’s important to remember that each organization’s situation is unique. The process of starting a for-profit corporation is different from a nonprofit corporation. Seek the advice of experienced professionals, such as attorneys, accountants, or nonprofit consultants, to ensure your organization is set up for success from the start. Check LLCBase for more guides and resources for starting your business.

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