How to start a nonprofit in Tennessee

Short answer: To start a nonprofit in Tennessee, you incorporate by filing a Nonprofit Corporation Charter (Form SS-4418) with the Tennessee Secretary of State ($100 as of 2026), get a free EIN from the IRS, adopt bylaws, and seat a board of at least three directors. Then comes the step people miss: a nonprofit is not automatically tax-exempt, so you file IRS Form 1023 (or 1023-EZ) to become a 501(c)(3) and wait for the determination letter. On the Tennessee side, you register to fundraise with the Secretary of State’s Division of Charitable Solicitations (Form SS-6001), unless you raise under $50,000 and qualify for the small-organization exemption (Form SS-6042). And here is a real advantage over states like California: once you hold the federal letter, Tennessee actually does exempt your purchases from sales tax — you apply to the Department of Revenue for an exemption certificate. Tennessee also has no state income tax on wages after the Hall tax was repealed.

The federal core — EIN, bylaws, board, and the 501(c)(3) application — is the same in every state. For the full national walkthrough, read how to start a nonprofit; this page covers the Tennessee layer stacked on top of it, where the state-specific forms, fees, and agencies actually live.

The formation steps that are the same anywhere

Forming a nonprofit in Tennessee follows the standard checklist, and most of it is federal rather than state-specific:

1. Incorporate as a nonprofit corporation (the Tennessee-specific part — covered in detail below).
2. Get an EIN — a free federal tax ID from the IRS, applied for directly at irs.gov. Never pay a third party for one; the EIN is always free.
3. Adopt bylaws — the organization’s internal rulebook for decisions, leadership, and money. Start from a proven document rather than a blank page; see nonprofit bylaws for what to include.
4. Seat a board of directors who govern the organization, set policy, and hold it accountable. Tennessee requires at least three.
5. Apply for 501(c)(3) with Form 1023 — this is the step that turns a nonprofit corporation into a tax-exempt charity. Unlike a church, an ordinary nonprofit is not automatically exempt; you must file IRS Form 1023 (or the streamlined Form 1023-EZ if you qualify) and receive a determination letter (IRS, applying for 501(c)(3) status). The full path is in how to start a 501(c)(3).
6. Open a bank account in the nonprofit’s legal name using the EIN and formation documents.
7. Set up the books on fund accounting from day one, before the first grant or donation arrives.

Each of these is walked step by step in the national formation guide linked above. The 501(c)(3) application is genuinely required here — there is no automatic exemption for an ordinary nonprofit the way there is for a church. The rest of this page is the Tennessee layer on top.

Incorporating a nonprofit in Tennessee

Tennessee creates the nonprofit as a legal entity when you file a Nonprofit Corporation Charter — Form SS-4418 with the Tennessee Secretary of State. The filing fee is $100 as of 2026; confirm the current amount with the Tennessee Secretary of State, since fees change. You can file by mail to Nashville or online through the state’s business services portal.

Form SS-4418 asks for the nonprofit’s name, its registered agent and registered office in Tennessee, whether the corporation is a public benefit or mutual benefit corporation, the name and address of each incorporator, and a statement of purpose. Two clauses do the heavy lifting for tax-exempt status, and you should put them in at formation rather than amend later:

• A 501(c)(3) purpose clause stating the organization is formed exclusively for charitable, religious, educational, or other exempt purposes within the meaning of section 501(c)(3).
• A dissolution clause stating that if the nonprofit closes, its assets pass to another 501(c)(3) organization or to a government entity, not to any individual.

Getting that language right at formation saves a rejected 1023 and a rewrite later, since the IRS reviews the charter for both clauses. The full breakdown of what these documents need is in articles of incorporation. On board size, Tennessee is stricter than many states: a nonprofit corporation’s board must have three or more directors under Tennessee Code section 48-58-103. That is a hard floor, not a suggestion, so recruit at least three before you file.

Registering to fundraise in Tennessee

Here is the step that trips up nonprofits coming from a church background, where it usually does not apply: before it solicits the public for donations, a Tennessee charity generally must register with the Secretary of State’s Division of Charitable Solicitations and Gaming. A church taking offerings is typically exempt; a general nonprofit asking the public for money is not.

You register with Form SS-6001, the Application for Registration of a Charitable Organization. The registration fee is $50 as of 2026, and you file it before you solicit (Tennessee Secretary of State, charity forms). Registration is not one-and-done — charities renew annually, filing a renewal application along with their IRS Form 990 within six months of the fiscal year’s end.

There is a meaningful break for small groups. An organization that does not actually raise or receive more than $50,000 in gross contributions from the public during its fiscal year can claim an exemption from full registration under Tennessee Code section 48-101-502. To claim it, you file Form SS-6042, the small-organization exemption request, which carries no filing fee but still must be renewed each year. Confirm both the current fee and the dollar threshold with the Division before you rely on them, since the rules get revised.

Claiming the Tennessee sales tax exemption

A federal 501(c)(3) determination letter exempts your nonprofit from federal income tax, but it does not by itself make your Tennessee purchases tax-free. For that you apply to the Tennessee Department of Revenue — and the good news is that Tennessee, unlike a number of states, actually grants a real sales-and-use-tax exemption to qualifying nonprofits.

You apply with the Application for Exempt Organizations or Institutions Sales and Use Tax Exemption (Form RV-F1306901), attaching a copy of your IRS determination letter. If the Department approves it, the organization receives an Exempt Organizations or Institutions Sales and Use Tax Certificate, which is valid for four years and then reissued (Tennessee Department of Revenue, SUT-77 nonprofit exemption overview). Once granted, the exemption applies to products and services the nonprofit buys for its own use and consumption: you give vendors a copy of the certificate, and they sell to you tax-free.

One limit worth naming up front so it does not surprise you later: the exemption covers what the nonprofit buys, not what it sells. If your organization makes taxable sales of goods or services to the public, you still generally have to collect and remit sales tax on those sales, exemption certificate or not. Confirm the scope and the current form with the Department of Revenue before you treat any transaction as exempt. On the income side there is genuinely less to do: Tennessee levies no general state income tax on wages, and the old Hall tax on interest and dividends was repealed effective January 1, 2021, so that is one return your nonprofit and its staff do not file.

Tennessee filing at a glance

The table below maps each step to its agency, form, and cost. Treat the fees as accurate as of 2026 and confirm with the listed agency, since fees change.

What you’re doing	Agency	Form	Fee (as of 2026)
Incorporate the nonprofit	Tennessee Secretary of State	Charter — Form SS-4418	$100 (confirm)
Get a federal tax ID	IRS	EIN application (online)	Free
Apply for 501(c)(3) status	IRS	Form 1023 or 1023-EZ	$600 / $275 user fee
Register to fundraise	TN Secretary of State (Charitable Solicitations)	Form SS-6001	$50
Small-org exemption (under $50k)	TN Secretary of State (Charitable Solicitations)	Form SS-6042	No fee
Claim sales tax exemption	TN Department of Revenue	Form RV-F1306901	No fee

Setting up the books once the nonprofit exists in Tennessee

Once the entity is formed, the 501(c)(3) letter is in hand, and the exemptions are filed, the work shifts from one-time paperwork to the monthly routine — and that routine is where nonprofits either hold together or quietly fall apart. A nonprofit holds money in trust for the people and funders who gave it, much of it restricted by donors or grant terms, so it tracks money by fund rather than as a single bottom line. Set the books on fund accounting before the first grant lands, keep the donor and grant records you will need for the IRS Form 990 each year, and document that the board reviews the finances; the discipline is covered in nonprofit accounting. The Tennessee dates to keep on your calendar are the annual charitable-registration renewal with the Secretary of State and the four-year reissue of the sales tax exemption certificate — letting either lapse can put the nonprofit out of compliance even though the formation paperwork is long done.

FAQ

How much does it cost to start a nonprofit in Tennessee? The required state cost is modest, but the federal 501(c)(3) step is the real expense. Filing the Charter (Form SS-4418) with the Secretary of State costs $100 as of 2026, the charitable-registration filing (Form SS-6001) is $50, and the EIN and the Department of Revenue sales tax exemption both have no fee — so the Tennessee paperwork runs about $150 plus your time. The bigger line item is the IRS user fee: $275 for Form 1023-EZ or $600 for the full Form 1023, which is what actually makes you a 501(c)(3). Realistically, a small Tennessee nonprofit that qualifies for the EZ form can be stood up for a few hundred dollars once you include the federal application.

Does a Tennessee nonprofit have to register to fundraise? In most cases, yes. A charity that solicits the public for donations generally registers with the Secretary of State’s Division of Charitable Solicitations using Form SS-6001 before it solicits, then renews annually with its Form 990 (Tennessee Secretary of State, charity forms). The exception is for small groups: an organization that does not raise more than $50,000 in gross contributions from the public in a fiscal year can file the no-fee small-organization exemption (Form SS-6042) instead. Either way, the fundraising registration is separate from incorporating and separate from your IRS 501(c)(3) application.

Does Tennessee exempt nonprofit purchases from sales tax? Yes, for qualifying 501(c)(3) organizations that apply for it. After you hold the federal determination letter, you file the Application for Exempt Organizations or Institutions Sales and Use Tax Exemption (Form RV-F1306901) with the Department of Revenue, and an approved organization receives a sales and use tax exemption certificate valid for four years (Tennessee Department of Revenue, SUT-77 nonprofit exemption overview). The exemption covers the nonprofit’s purchases for its own use, not the sales tax you may still owe on taxable items you sell.

Can one person start a nonprofit in Tennessee? One person can do the work of forming a Tennessee nonprofit, but the entity cannot be governed by one person. Tennessee law requires a nonprofit corporation’s board to have at least three directors under Tennessee Code section 48-58-103, so you have to recruit a board before you file the charter. A founder can assemble three or more directors — ideally a majority unrelated to each other — adopt bylaws, and then file. The freedom to start one is open to anyone, but a real and exempt nonprofit needs that minimum board in place.

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Vestrybooks sets up a new Tennessee nonprofit’s books on fund accounting from day one — funds, grant tracking, reconciliation, and the board reports — so the financial side is right before the first grant arrives. See how it works.

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