How To Start a Nonprofit in Tennessee in Nine Steps
By Catherine Hodder, Esq. | Legally reviewed by Jordan Walker, J.D. | Last reviewed January 03, 2025
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To create a Tennessee nonprofit organization, you must choose a name for your organization, form your board of directors, file articles of incorporation, get an employer identification number (EIN), and register the Tennessee nonprofit for federal and state tax exemption status.
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- 1. Choose Your Organization's Name
- 2. Appoint The Board of Directors
- 3. File Articles of Incorporation
- 4. Create Bylaws
- 5. Hold an Initial Board of Directors Meeting
- 6. Obtain Employer Identification Number
- 7. Apply to the IRS For Federal Tax-Exempt Status
- 8. File Application for Sales and Use Tax Exemption in Tennessee
- 9. Register Your Charitable Organization with the Tennessee Secretary of State (if applicable)
If you have an idea for a startup organization that addresses a charitable, social, religious, educational, or political need for the public benefit, consider forming a nonprofit organization. Nonprofit organizations, such as 501(3)(c)s, can enjoy tax-exempt status from federal income tax and state taxes.
If you have an idea for a startup organization that addresses a charitable, social, religious, educational, or political need for the public benefit, consider forming a nonprofit organization. Nonprofit organizations, such as 501(3)(c)s, can enjoy tax-exempt status from federal income tax and state taxes.
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Nine Steps to Form a Tennessee Nonprofit
The first step is to decide on a name for your charitable organization. Your name should ideally align with your purpose or mission statement. You also want a name that is unique and can’t be confused with another entity. Go to the Tennessee Secretary of State’s website and search for an entity name on the Business Information Search page. If you don’t see the name already registered, it is available for use.
Then, search the name on the Internet or the ICANN Domain Names Registration website to see if it is registered as a domain name. If it is available, you may want to register it so you can use it for your website.
Finally, check that the name is not protected under a registered trademark. Go to the United States Patent and Trademark Office (USPTO) website and look for the name. If the name is not registered, you can use it. You may want to trademark your name so others can’t use it.
A board of directors serves an essential function in your nonprofit. The board members provide leadership and expertise, review your financial reports and corporate activities, and give credibility to your nonprofit. They have a fiduciary duty to act in the best interests of your nonprofit and can’t have a conflict of interest with your organization. You must have at least three board members in the state of Tennessee.
You will want to choose board members who believe in your mission statement and can assist in fundraising and promoting your cause. They could also be experts in their field, which would be helpful for your charity. For example, a charity that provides healthy snacks for afterschool programs may want a nutritionist on its board. The nutritionist could help identify what snacks to offer.
You then need to form your corporation by filing articles of incorporation called the Charter Nonprofit Corporation with the Tennessee Secretary of State. In the charter, you must provide the name of the corporation, the name and address of the registered agent, the fiscal year, the address of the physical principal office, and the name and address of the incorporator, among other things.
You can mail this application to:
Tennessee Secretary of State, Division of Business Services
6th FL – Snodgrass Tower
ATTN: Corporate Filing
312 Rosa L. Parks AVE
Nashville, TN 37243
There are also options to file your charter online with the Secretary of State. You must first set up an account with Tennessee’s Charity and Business Filing System (TNCaB). The filing fee for a nonprofit corporation in Tennessee is $100.
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Nonprofit corporations must have corporate bylaws and a conflict-of-interest policy. Bylaws are written rules for your company that identify roles and responsibilities, procedures for electing board members and officers, and establish meeting times and quorum. A conflict-of-interest policy is a statement that board members sign affirming they will serve the interests of the corporation without personally benefiting.
At your initial organizational meeting with your board of directors, you will want to elect your officers, adopt your bylaws, and establish your organization’s mission and goals. Make sure to keep minutes of your board meeting not only as a corporate record but also to preserve notes about your corporation’s activities and decisions.
Apply for a federal Employer Identification Number (EIN) from the Internal Revenue Service (IRS). You use this EIN on tax forms and to open bank accounts for your nonprofit. To get an EIN, go to the IRS website and complete Form SS-4. There is no fee to apply for an EIN.
Once you have your EIN, you can apply for federal tax-exempt status. The Internal Revenue Code defines different types of nonprofit entities. You file a specific application depending on your type.
501(c)(3) charitable, religious, and educational nonprofit organizations file Form 1023 or Form 1023-EZ. If you are a small nonprofit (gross revenue of $50,000 or less), you can file the 1023-EZ using the Pay.gov site.
501(c)(4) social welfare organizations file Form 1024-A.
For other tax-exempt or nonprofit organizations, such as 501(a), file Form 1024.
You should receive an IRS determination letter confirming the approval of tax-exempt status.
Nonprofit corporations can apply to the Tennessee Department of Revenue for the Sales and Use Tax Certificate of Exemption. You will need a copy of your charter and the IRS determination letter.
If your organization receives gross contributions of over $50,000 during a fiscal year, you must complete an application for Charitable Organization Initial Registration online. The filing fee is $10.00.
You may also want to check with your town or county clerk's office to see if you need to register your nonprofit for any business licenses or permits.
After Filing a Nonprofit
Once you set up your nonprofit organization, you will want to maintain its good standing and preserve its tax-exempt status. Understand the annual reporting requirements, such as:
File Annual IRS Tax Return. Depending on your activity, either IRS Form 990 or Form 990-EZ each year.
File an Annual Report. A Tennessee nonprofit must file an annual report before the first day of the fourth month of the nonprofit’s fiscal year. File this report with the Tennessee Secretary of State.
Renewal of Charitable Organization Registration. If you were required to register your nonprofit with the Secretary of State, you must file a renewal online.
A new law under the Corporate Transparency Act requires LLCs or corporations to file a Beneficial Ownership Information Report (BOIR); however, nonprofit corporations are exempt from this law.
Creating a tax-exempt organization takes time, energy, and expertise. For more help, follow FindLaw’s Starting a Nonprofit Organization Checklist and read about Nonprofit Organization Law. If you need more assistance with your nonprofit formation, contact a business law attorney through FindLaw’s attorney directory.
Or you can let our trusted partner LegalZoom handle your nonprofit creation starting at $99 plus filing fees.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
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