How to Form a Tennessee Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Tennessee nonprofit corporation. Then you must apply for tax-exempt status from the IRS and the State of Tennessee.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your Tennessee nonprofit.

1. Choose a Name for Your Tennessee Nonprofit Corporation

When choosing a name for your nonprofit, you'll need to follow Tennessee's laws for nonprofit corporation names. You can find all the forms you need for your nonprofit on the business forms and fees page of the Tennessee Secretary of State (SOS) website.

Your Nonprofit Name Must Be Distinguishable

Under Tennessee law, the name of your nonprofit corporation can't be the same as or too similar to an existing business's name on record with the SOS. These names include ones that are true, assumed, reserved, or registered. (Tenn. Code § 48-54-101 (2025).)

You can check to see whether your proposed name is available for your nonprofit to use in the state using the SOS's business entity search.

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for a four-month period. After the reservation period, you're free to reserve the name again for another four months. You're not required to reserve a name. This step is optional. (Tenn. Code § 48-54-102 (2025).)

You can reserve your nonprofit name by filing an Application for Name Reservation (Form SS-9425) with the SOS. You must submit a paper application. You can submit the application by mail or fill out the form in person at the SOS office. As of 2025, the filing fee to reserve a name for your nonprofit is $20.

Register Your Nonprofit's Asssumed Name (DBA)

When conducting business, you don't have to use your nonprofit's legal name registered on its formation paperwork. Tennessee refers to a corporation's formation document as a "charter." Instead, you can use a different name for your business—sometimes called an "assumed name" or a "fictitious name," "DBA," (short for doing business as), or "trade name."

If your nonprofit uses an assumed name in Tennessee, you must file an Application for Registration of Assumed Name (Form SS-4402) with the SOS. You must renew the filing every five years. As of 2025, the fee to register an assumed name in Tennessee is $20.

(Tenn. Code § 48-54-101 (2025).)

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every Tennessee nonprofit corporation must have a board of directors. Tennessee law requires a minimum of three directors, and the IRS prefers at least three directors for organizations seeking tax-exempt status. You can appoint more than three directors. But you should try to appoint an odd number of directors to prevent voting ties.

For the most part, your corporation's charter (called "articles of incorporation" in other states) or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Tenn. Code §§ 48-58-101 and following (2025).)

Tennessee's SOS, Attorney General, and Center for Nonprofit Management created a guidebook for Tennessee nonprofits, What Every Board Member Should Know. The guidebook has information about selecting board members, board member duties and responsibilities, and tips for running a nonprofit.

3. Prepare and File Your Nonprofit's Charter

You create your nonprofit entity by filing a Charter Nonprofit Corporation (Form SS-4418) with the SOS. Your charter must include the following information:

• the name of the nonprofit
• a statement as to whether your corporation is a public benefit or mutual benefit corporation
• if the corporation is a religious corporation, a statement to that effect
• the name, street address, and county of the nonprofit's initial registered agent
• the name and address of each incorporator
• the street address of the nonprofit's principal office (and a mailing address if different from the nonprofit's principal office address)
• a statement that the corporation is not for profit
• a statement as to whether the nonprofit will have members, and
• provisions about the distributions of the nonprofit's assets upon its dissolution.

You can name initial directors for the nonprofit in your charter but you're not required to do so in Tennessee. The charter might ask you for additional information.

(Tenn. Code § 48-52-102 (2025).)

Include IRS-Specific Nonprofit Language in Your Charter

To receive tax-exempt status from the IRS, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

The SOS has a charter form on its website that you can fill out to create your nonprofit corporation. You can include the required dissolution clause under paragraph 12. You can include the other required statements under paragraph 14.

For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Nonprofit's Charter With the SOS

You can use the charter form the SOS provides for your nonprofit. The form is accompanied by instructions to help you fill out your charter. Complete and mail your charter to the SOS or deliver it in person to the SOS office following the instructions provided.

You can also file your charter online using the SOS's Charity and Business Filing System (TNCaB). You must create an account to file any form.

As of 2025, the filing fee for a Tennessee nonprofit charter is $100.

4. Prepare Bylaws for Your Tennessee Nonprofit Corporation

Your nonprofit's incorporators or board of directors must adopt initial bylaws for your nonprofit corporation. You can draft the bylaws yourself. You can find free or inexpensive samples online (including our nonprofit bylaws form) to help you. You can also recruit an experienced business lawyer to draft the bylaws for your nonprofit.

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

(Tenn. Code § 48-52-106 (2025).)

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After you incorporate your nonprofit, you should hold a board meeting. Your first board meeting is usually referred to as an "organizational meeting" because you're organizing the nonprofit.

If initial directors are named in your articles, then they'll hold this meeting at the call of a majority of the directors. If initial directors aren't named, then the incorporators must hold the meeting at the call of a majority of the incorporators.

The board or incorporators should take such actions as:

• electing the directors (if none have yet been elected)
• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

(Tenn. Code § 48-52-105 (2025).)

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Tennessee requires businesses to obtain a business license if the business makes $3,000 or more in annual gross taxable sales. However, many nonprofits are generally exempt from the business tax and thus don't need to obtain a business license. Specifically, nonprofits organized for religious, scientific, literary, educational, athletic, public safety, or community service purposes (typically, 501(c)(3) organizations) have been classified as exempt from the business tax. Other nonprofits can qualify as exempt from the business tax.

However, while your nonprofit might be exempt from the general state business license, your nonprofit might still be responsible for other local and state business licenses or permits depending on its activities and location. Your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses.

Read our article on how to get a small business license in Tennessee for more details about licensing and permitting requirements in the state. For local licenses, check with the clerk for the city or town where the nonprofit's primary office is located (or county if it's in an unincorporated area).

8. Obtain Your Federal and State Tax Exemptions

Now that you've created your nonprofit corporation, you can obtain your federal and Tennessee state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Tennessee State Tax Exemptions

Nonprofits in Tennessee should generally consider three types of taxes and their level of exemption from each.

Tennessee franchise and excise tax. Nonprofit corporations who receive 501(c)(3) tax-exempt status from the IRS are automatically exempt from franchise and excise taxes in Tennessee. However, if your nonprofit has unrelated taxable business income (from unrelated business trade or activities) then the nonprofit must register and pay the state's franchise and excise tax.

Business tax. As mentioned previously, nonprofits are generally exempt from the business tax.

Sales and use tax. In general, nonprofits are exempt from paying use and sales tax on their purchases. Your nonprofit must apply for a Sales and Use Tax Certificate of Exemption from the Tennessee Department of Revenue (DOR). You must receive a certificate for each of your nonprofit's locations in Tennessee. To receive a certificate, you must complete and mail in a sales and use tax exemption application to the DOR. You'll need to include proof of your nonprofit's tax-exempt status, such as its 501(c)(3) determination letter from the IRS.

For information on nonprofit tax exemptions and filing requirements, read the DOR's comprehensive guide, Tennessee Taxation of Nonprofit Organizations. You should also contact your city or county assessor about local tax exemptions.

Other State Reporting and Registration Requirements

If your nonprofit intends to solicit contributions or have funds solicited on its behalf, you must file an initial registration statement with the SOS. You can file your registration online through TNCaB. Some nonprofits are exempt from the registration requirement, such as educational institutions (e.g. schools), religious institutions, hospitals, nursing homes, and organizations that don't raise or receive contributions of more than $50,000 in a fiscal year. (Tenn. Code § 48-101-502 (2025).)

You can file your registration online through TNCaB. To register your nonprofit, you must submit your charter (or other organizing document if you formed your nonprofit in a different state) and its tax-exempt determination letter from the IRS. If your nonprofit is in its first year, then you must also submit quarterly financial reports. You might have to submit other documents during the registration process. You must also pay a small registration fee.

You can find extensive information related to Tennessee's registration requirements on the register or renew a charity online webpage of the SOS website.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well. For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

9. File Your Nonprofit's Annual Report With the SOS

Every Tennessee nonprofit corporation must file an annual report with the SOS. The report is due each year by the first day of the fourth month following the close of your nonprofit's fiscal year. For example, if your nonprofit's fiscal year is the calendar year, your report is due by April 1. (Tenn. Code § 48-66-203 (2025).)

You can file your report online using TNCaB. As of 2025, there's a $20 fee to file your annual report.

Creating and maintaining a nonprofit in Tennessee is no easy task. You'll need to be aware of the state's nonprofit laws as well as the IRS requirements. For specific guidance on nonprofit questions and issues, see our sections on starting a nonprofit corporation and managing a nonprofit.