Starting a Nonprofit in Tennessee

Start nonprofit organization in Tennessee

Information on How to Start an Incorporated Nonprofit Organization in Tennessee. To start Unincorporated Nonprofit Organization, read: Start an Unincorporated Nonprofit Organization

People wanting to form a nonprofit organization in Tennessee may find Nonprofit step-by step for Newbies/Dummies of great help. This book covers the process of forming and running a nonprofit organization in Tennessee in great detail.

Starting a nonprofit organization in Tennessee is governed by “Tennessee Nonprofit Corporation Act.” [Acts 1987, ch. 242, § 1.01.]

Scope of the Act The provisions of the Act are applicable to starting of ‘public benefit’, ‘mutual benefit’ (also called ‘private foundations’) or ‘religious’ organization within Tennessee.

Eligibility for staring a nonprofit organization in Tennessee

The nonprofit organization must have a registered office address of Tennessee (Valid street address, P.O box address is not accepted) and a person designated as registered agent who is generally available at the said address. If the organization does not have a street address of Tennessee, it should then avail the services of a ‘commercial registered agent’ who provides his address as the registered office address in return of an annual fee.

The registered office may (but need not) be address of ‘principal place of business’ of the organization. The principal place of business may be within or outside Tennessee.

The registered agent may be an individual who is a domicile of the state or a  corporation.

Steps for starting a nonprofit organization in Tennessee

Step 1)Deciding a name for the organization

Tennessee Act prescribes 3 major directives on the subject of choosing a name for nonprofit organizations.

1) The name should be distinguishable from the name of any other entity on records of the office of secretary of state, Tennessee.

2) The name should not be indicative of a purpose different from the purpose for which the organization is being setup.

3) The name should not contain negative words like “bank,” “banks,”
“banking,” credit union,” “mortgage,”or “trust”.

The business services division of the state prescribes form #SS-4428 for an application for reservation of corporate names in the state.  Reservation of names is optional and attracts a fee $20.00.

Recommended read: Naming a nonprofit.

Step 2) Preparing the Charter of Incorporation

The charter and all other documents submitted for filing must contain a statement that they are being filed pursuant to the Tennessee Nonprofit Corporation Act, (chapters 51-68).

As per the Act, the following clauses MUST be included in the charter

1) The name of the nonprofit organization. (as per requirements specified above).

2) A statement mentioning whether the organization is a ‘public benefit’, ‘mutual benefit’ or a ‘religious corporation’

3) Valid address(with zip code) of the organization’s initial registered office, the county where the office is located and the name of the registered agent, who would be available at the office for receiving notices and demands on behalf of the organization.

(5) Names and addresses (with zip code) of all the incorporators of the proposed nonprofit organization.

(6) Street address (with zip code) of the organization’s principal place of business.

(7) A statement that the corporation is a nonprofit organization.

(8) Whether or not the organization will have membership provision.

(9) Dissolution clause for distribution of assets in case the organization is to be liquidated in future.

Optional clauses in the Charter

Additionally the Charter of the nonprofit organization MAY include clauses specifying:

(1) The names and addresses of the initial directors of the organization.

(2) The purpose (s) for which the nonprofit organization is being setup.

(3) The powers, rights and duties of directors, officers and other members of the organization

(4) Provisions limiting the liability of directors, officers or other members of the organization.

(5) Any other provision,not inconsistent with provisions of the Act that the incorporators deem expedient to include for managing and regulating the affairs of the nonprofit organization.

Download sample Charter of Incorporation for Tennessee nonprofits

The Tennessee department department of state has prescribed format ss-4418 as sample charter of Incorporation for nonprofit organizations in the state.

IRS prescribed modifications to the Charter
This sample provided above meets the requirements of Tennessee nonprofit corporation Act. However it does not include clauses mandated by IRS for organizations seeking tax exemption under section 501(c)(3) of the IRS code.

Accordingly, organizations seeking to obtain the exempt status must download this attachment and add it to the charter.

Step 3) Filing the nonprofit charter with Tennessee secretary office

Executing the nonprofit charter

The article of Incorporation format provided above needs to by duly filled (preferably typewritten) and needs to be signed by the presiding officer of the board of directors of the organization. If the initial directors have not yet been decided, the article would have then to be signed by any one of the incorporators.

The person signing the article should mention his name, designation and date beneath his signature.

Filing fee
The fee payable for starting a nonprofit corporation in Tennessee is
$100.

This is payable through check, bank draft, money order or other such
instrument payable favoring “Tennessee Secretary of State”

Where to file

Duly completed charter along with a check for the filing fee must be mailed or delivered in person to:

Tennessee Department of State
Corporate Filings
312 Rosa L. Parks Avenue
6th Floor, William R. Snodgrass Tower
Nashville, TN 37243
Phone: 615-741-2286
Fax: 615-532-9870

In-person delivery for filing should be done between 8:00 a.m. to 4:30 p.m. (Monday – Friday).

Queries pertaining to filing can be mailed at:
Business.Services@ state.tn.us

Time required for Incorporation : Incorporating a nonprofit organization in Tennessee normally takes 2-6 working days from the date it is received for filing at the office.

Birth of the organization - A nonprofit organization comes into a formal legal existence in Tennessee on the date of filing of the charter with the business services division of  the office of secretary of states.

Conclusion-

The process of starting a nonprofit organization is a valuable learning experience that introduces the applicant to processes involved not only for incorporating but also for running the nonprofit organization in Tennessee.

People who read this also read:

nonprofits for dummies
This publication is brought to you by Daystar Council - a publishing house of quality nonprofit publications.
If you are planning to explore the development sector or want to start a nonprofit organization, we recommend:
"Step by Step Nonprofit for Newbies" - A complete nonprofit reference handbook.
Find our more

About the Author:


Adrian B. Bennett is an attorney and nonprofit consultant by profession. He provides development sector legal services in areas of formation of nonprofit organizations, choice of entity, tax exemption, private foundation tax law, corporate governance and advocacy. He serves as a legal adviser to several non profit organizations in and around Florida.

Share This Post

Related Articles

6 Responses to “Starting a Nonprofit in Tennessee”

  1. Sherry Witenbarger says:

    Help in filling ouf ss-4418 form

    I am starting a nonprofit corp. which is a church. Called the state on the name (The Light House Evangel) which was said, to be able to use. Now I am filling out form. Starting out small. Only a few members (about 6). Im not sure what the form means when it ask in question 8 to insert provisions. Unless it just means to state what business will be used for, which will be a church. Can you help me with that.

    question 4, do i just list my name here, as I am serving as pastor.

    Thanks four your help in filling our form.

  2. Ed Mautz says:

    We started a non-profit . We are being billed each year by National Registered Agents, Inc. for Statutory Representation. Is this necessary or can a board of director be the Registered Agent and how do we make that change? We have a valid street address although we are only available at this address on Sundays and Tursday evenings. Any advice would be very appreciated as we have limited funds.

    Thank you
    Ed

  3. Arlene Bell-Sparrow says:

    Hello:

    Please send me information to set-up a non profit trust.

    Arlene Bell-Sparrow
    33089 Calistoga Street
    Union City, Ca 94587

    Arlene

  4. Marci Miller says:

    I need information also on how to start a non profit trust. Also, is it state or IRS required to be incorporated and is it mandated to have liability insurance?

  5. Frank says:

    You will have to execute the trust deed. And mind you niether the states nor IRS have any such mandate

  6. rosie ballentine says:

    how do i transfer a new name to my charter without getting a whole new charter and paying a new fee? how do i change the name of my organization?

Leave a Reply

© 2014 NPO Central. All rights reserved. · Entries RSS
Powered by WordPress