How to File the Nonprofit Corporation Charter for a Tennessee Nonprofit

If you are starting a 501(c)(3) nonprofit in Tennessee, you have come to the right place. After reading the comprehensive guide for Tennessee nonprofit formation, follow this guide to file the Tennessee Nonprofit Corporation Charter with the Secretary of State.

What is covered in this guide:

1. Information you will need to file the Tennessee Nonprofit Corporation Charter
2. How to file the Tennessee Nonprofit Corporation Charter
3. Tennessee Nonprofit Formation FAQ

To become a nonprofit corporation in Tennessee you must file the Nonprofit Corporation Charter with the Secretary of State.

Here are the sections that you will need to complete.

Enter the name you have selected.

For help with selecting a name for your nonprofit read our comprehensive guide on how to name a Tennessee nonprofit.

This section is only applicable if your organization is selecting a name that is not distinguishable from the name used by an existing business.

We recommend selecting a name that is different from that being used by any other organization in Tennessee.

Indicate if your organization has an additional designation as one of the following:

• Bank
• Captive Insurance Company
• Credit Union
• Insurance Company
• Litigation Financier
• Neighborhood Preservation Nonprofit Corporation
• School Support Organization
• Trust Company

The registered agent can be any entity registered to do business in Tennessee or any person who is a resident of the state. Your organization cannot act as its own registered agent.

Enter the information of the registered agent you have selected.

For more information read our guide: What is a registered agent? And The Tennessee Registered Agent Guide.

1. Enter the month of the calendar year that will conclude the fiscal year for your organization. (Most organizations select December.)
2. Indicate if you have a specific end date in mind for your organization. Otherwise, indicate “Perpetual”.

This section allows you to determine the date on which your nonprofit corporation officially forms.

Typically your corporation forms when you file your Nonprofit Corporation Charter, but if you can choose to select a future date as the official date of formation.

NOTE: If you are selecting a specific date in the future for formation, it must be no more than 90 days after the date of filing for charter.

1. Indicate if your organization is
   • a Public benefit corporation - a nonprofit that helps the public, or
   • a Mutual benefit corporation - a nonprofit that only benefits a specific group of people, e.g. a homeowner’s association.
2. Indicate if your organization is a religious or non-religious corporation
3. Indicate whether or not your organization will have members

Enter the street address of your organization’s primary office.

If you would like notifications from the Division of Business Services to be sent to a different address than that listed in Section 8, enter that address here.

The incorporator is the person who completes, signs, and submits the nonprofit charter corporation. This person does not need to be a part of your organization. This can be you or a lawyer helping you with the process of formation.

Include the names and addresses of each of your nonprofit’s incorporators. You must have at least 1.

If you indicated in section 3 that your organization is a school organization you must fill this section.

To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

Use this section to describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

• Charitable
• Religious
• Scientific
• Literary
• Testing for public safety
• Fostering national/international amateur sports competition
• Preventing cruelty to animals/children

NOTE: You can read the IRS guidelines on their website.

One of the incorporators listed in Section 11 must sign and date the form and print their name.

There are three ways to submit your Articles of Incorporation: online, by mail, or in person.

Online:

File the Articles of Incorporation through the Secretary of State’s online portal.

By Mail or In Person:

Submit Form SS-4418 - Nonprofit Corporation Charter to the address below:

Secretary of State
6th FL – Snodgrass Tower
ATTN: Corporate Filings
312 Rosa L. Parks Ave.
Nashville, TN 37243-1102

The filing fee is $100.

How do I contact the Secretary of State?

You can call for information at (615) 741-2286 or visit them at their website.

IRS - Information for Charities & Nonprofits

IRS - Required Provisions for Organizing Documents

IRS - 990 Series for Tax-Exempt Organizations

IRS - Applying for Tax-Exempt Status

IRS - 501(c)(3) Compliance Guide

Small Business Administration - License and Permits

Tennessee Secretary of State - Charitable Organizations

Tennessee Department of Revenue - Sales and Use Tax Forms