Tennessee Nonprofit Compliance

Required annual filings

This guide covers the required filings to maintain a nonprofit corporation in Tennessee. If you are looking to form nonprofit in Tennessee, please visit our Start Your Tennessee Nonprofit guide. The steps below apply to nonprofits that are both incorporated and foreign qualified in Tennessee. Please note that this is a general list and may not be exhaustive or applicable to all nonprofits.

A smiling woman in front of her computer.
1 File IRS Form 990
Agency:Internal Revenue Service (IRS)
Form:

IRS Form 990-N, 990-EZ, 990-PF or 990

Instructions:

See Form 990 Thresholds to determine which form to file.  Then see Current Form 990 Series for instructions.

Due:

By the 15th day of the 5th month following the end of the taxable year.  For most organizations, the tax year ends December 31 so the Form 990 is due May 15.

2 File Tennessee Corporate Tax Exemption Renewals

Not required



Nonprofits are generally not subject to business, franchise, and professional privilege taxes.

More information: Tennessee Department of Revenue
3 File Tennessee Sales Tax Exemption Renewals

Not required



Every fourth year the department issues new exemption certificates to nonprofits. No application is required, but organization information must be kept up to date.

More information: Tennessee Department of Revenue
4 File Tennessee Annual Report
Agency:Tennessee Secretary of State - Division of Business Services
Form:

Prepare your form online then print and mail.

Filing Method:

Mail or online.

Agency Fee:

$20 + $0.46 service fee for online filing

Due:

  • Annually by the 1st day of the 4th month following your fiscal year-end. For entities with a 12/31 fiscal year-end, the due date is April 1 of each year.
  • Reports can be submitted as early as the first day of the fiscal year ending month of record.
Law:

Tenn. Code Ann. § 48-66-203

Penalties:

No late fee. You will get a notice of pending dissolution or revocation and then you have 60 days to comply.

Notes:
  • An authorized officer, member, or partner may file.
  • Original signatures are not required.
  • If you need to change your registered agent, pay an extra $20 fee.
  • A business email address must be provided when filing.
5 Renew the Charitable Solicitation Registration

Tennessee Charitable Organization Registration

Agency:Tennessee Secretary of State - Division of Charitable Solicitations and Gaming
Law:

Tennessee Code Annotated §48-101-501 et seq.

Foreign Qualification is Prerequisite:No
Registered Agent (Special Agency) Required?No

Automatic Exemption

Exemption Eligible Organizations:
  • Bona fide religious institutions
  • An organization organized and operated exclusively for educational purposes and which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of pupils or students in attendance at the place where its educational activities are regularly carried on, and which is accredited by a recognized accrediting agency. Included in such definition are organizations composed of parents of students and other persons connected with the institution, which are organized and operated for the purpose of conducting activities in support of the operations or extracurricular activities of such institutions. “Educational institution” also includes private foundations soliciting contributions exclusively for such organizations.
  • Cooperative scholarship corporations regulated by title 49, chapter 4, part 1
  • Volunteer fire departments, rescue squads or local civil defense organizations
  • Community fairs, county fairs, district fairs and division fairs, as defined in § 43-21-104, that have been qualified by the commissioner of agriculture to receive state aid grants, pursuant to title 43, chapter 21, part 1
  • Political parties, candidates for federal or state office, and political action committees required to file financial information with federal or state election commissions
  • Hospitals and nursing homes that are subject to regulation by the Tennessee Department of Health
  • Any corporation established by an act of congress of the United States that is required by federal law to submit annual reports of its activities to congress containing itemized accounts of all receipts and expenditures after being fully audited by the department of defense
Law:

Tenn. Code Ann. § 48-101-502

Registration to Obtain Exemption

Exemption Eligible Organizations:

Charities with less than $50,000 in gross contributions during the preceding fiscal year & none of their fundraising activities were conducted by professional fundraisers, fundraising counsel, or commercial coventurers. 

Filing Method:

Online

Agency Fee:

$0

Notes:

Charities must register within 30 days if they exceed $50,000 in contributions OR if any portion of their fundraising activities are conducted by professional solicitors, fundraising counsel, or commercial coventurers. 

Renewal to Maintain Exemption

Exemption Eligible Organizations:

Charities with less than $50,000 in gross contributions during the preceding fiscal year

Filing Method:

Online

Agency Fee:

$0

Due:

Annually by the end of the 6th month after the close of your fiscal year.

Initial Registration

Filing Method:

Online

Agency Fee:

$10

Turnaround:

1 month

Original Ink:Not required
Notarization Required?:Not required
Notes:
  • The CFO and another officer must sign. Signatures need not be notarized.
  • Remember to attach the Summary of Financial Activities form. If your nonprofit registers during its first year, it must file a quarterly financial report.
  • Some Tennessee counties and municipalities may require charities that solicit in-person to register prior to fundraising.
Before you Apply:

Domestic Applicants:

  • Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement.
  • If your charity meets the audit threshold, obtain an audited financial report to submit with your registration application.
  • Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application.

Foreign Applicants:

  • Check the available exemptions to see if your charity is eligible for exemption from the full registration requirement.
  • If your charity meets the audit threshold, obtain an audited financial report to submit with your registration application.
  • Look through the list of required attachments and make sure that you have each required document in hand before starting the registration application.
  • If you will foreign qualify in Tennessee, obtain a certificate of good standing from your home state to submit during the foreign qualification process. The certificate cannot be more than 2 months old when filing foreign qualification documents.
How to Apply:

Domestic Applicants:

  1. File entity formation documents with the Tennessee Secretary of State - Division of Business Services.
  2. Submit an Application for Registration of a Charitable Organization, a quarterly or annual summary of financial activites form, and all required attachments to the Tennessee Secretary of State - Division of Charitable Solicitations and Gaming.

Foreign Applicants:

  1. Determine whether or not your charity will need to foreign qualify based on your activity in Tennessee. If not required, skip to number 3.
  2. File foreign qualification documents with the Tennessee Secretary of State - Division of Business Services.
  3. Submit an Application for Registration of a Charitable Organization, a quarterly or annual summary of financial activites form, and all required attachments to the Tennessee Secretary of State - Division of Charitable Solicitations and Gaming.
Required Attachments:
  • IRS form 990
  • Audited financials (if applicable)
  • Articles of incorporation
  • Bylaws
  • IRS determination letter
  • List of officers and directors
  • Professional fundraising contracts
  • Proof of DBA/Fictitious Name filing in domicile state, if applicable

Registration Renewal

Filing Method:

Online

Agency Fee:

$10

Due:
  • Annually by the end of the 6th month after the close of your fiscal year. So if your fiscal year ends December 31, then file by June 30.
  • There is no official start to the renewal period, so renewals may be submitted as soon as financials become available for the most recently completed fiscal year.
Due Date Extension:

Due dates can be extended for 90 days beyond the original due date by submitting a request for extension through the online portal. A second extension of 60 days is available, and charities must submit a copy of IRS form 8868 when requesting a second extension.

Original Ink:Not required
Notarization Required?:Not required
Penalties:
  • There is a late fee of $10 for each month that passes after the due date.
  • Charities with less than $50,000 in gross revenue will not be assessed late fees. 
Notes:
  • The CFO and another officer must sign. Signatures need not be notarized.
Required Attachments:

  • IRS form 990
  • Audited financials (if applicable)
  • List of officers and directors
  • Professional fundraising contracts

Contract Filing

Form:

Notice of Charitable Sales Promotion

Filing Method:

Mail or Email

Agency Fee:

$0

Due:

Charities must submit a copy of the written contract between the organization and the commercial coventurer at least 5 days before the initiation of a charitable sales promotion

Financial Reporting
Quarterly Financial Report

Filing Method:

Online

Agency Fee:

$0

Due:

Within 30 days after the end of each quarter of the organization's current fiscal year.

Notes:
  • During their first year of operation, newly registered charitable organizations must provide quarterly financial reports to the Secretary of State.
  • Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding $25,000 for a charitable purpose related to a disaster in this state shall file quarterly financial reports with the secretary of state, on forms prescribed by the secretary of state, detailing the money raised and expended by the organization as a result of the solicitation, until the funds are expended. The first quarterly report shall be filed on the last day of the third month following the commencement of solicitations.

Financial Reporting

Filing Method:

Online

Agency Fee:

$0

Due:

Due by the last day of the 24th month following the commencement of solicitations

Notes:

Any charitable organization, other than a bona fide religious institution, that solicits and receives contributions exceeding $25,000 for a charitable purpose related to a disaster in this state and that does not expend all contributions received within 2 years of the commencement of solicitations shall file a report with both the secretary of state and the attorney general and reporter detailing both the timing and anticipated placement for the expenditures of the remaining funds. This report must be filed by the last day of the twenty-fourth month following the commencement of solicitations. A charitable organization may request an exemption from the requirements of this subsection (c) from the secretary of state and the attorney general and reporter; however, both the secretary of state and the attorney general and reporter must first approve the request.

Reinstatement

Not required



Formal reinstatement is not required. Charities wishing to renew a lapsed registration should submit a renewal filing, financials for each year not registered, and the applicable fees (renewal + late fees). Attach copies of organizing documents, bylaws, IRS determination letter(s), etc. that have changed since the last filing. 

Change of Fiscal Year

Agency Fee:

$0

Turnaround:

1-2 business days

Notes:

Send the state a copy of the short IRS 990 once it is available.

Supplemental Reporting

Form:
Instructions:

A list of all the collection receptacles maintained by the organization to collect donated clothing, household items, or similar goods must be provided to the Secretary of State. Organizations must provide copies of the written, notarized permissions from property owners and/or all leaseholders of the said property where the receptacle is maintained. 

Filing Method:

Mail

Agency Fee:

$0

Due:
  • Annually by July 1
  • A fully updated list must be provided within 14 days of the placement of a new bin or the change/removal of a bin's location
Notarization Required?:Required
Notes:

Disclosure Requirements

"1. Any charitable organization that places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the charitable organization's name, address, phone number, electronic mail address, and a statement expressing the charitable purpose for which the charitable organization exists.

2. Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of retaining the proceeds of the sale of the items, shall clearly and conspicuously display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the person's name, address, phone number, electronic mail address, and the following statement: THIS IS NOT A CHARITY. DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS AND ARE NOT TAX-DEDUCTIBLE.

3. (A) Any person who is not a charitable organization and who places or maintains a collection receptacle in public view for the purpose of collecting donated clothing, household items, or similar goods, for resale for the purpose of paying over all or a portion of the proceeds from the sales to a charitable organization, shall display on two (2) sides, including the front, of each collection receptacle a permanent sign or label with the following statement: DONATIONS MADE HERE WILL BE SOLD BY A FOR-PROFIT BUSINESS, AND A PORTION OF THE PROCEEDS WILL BE PAID TO [NAME OF CHARITABLE ORGANIZATION]. FURTHER INFORMATION ABOUT THESE PAYMENTS CAN BE OBTAINED FROM [NAME OF PERSON OPERATING COLLECTION RECEPTACLE] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS] AND FROM [NAME OF CHARITABLE ORGANIZATION] AT [PHONE NUMBER AND ELECTRONIC MAIL ADDRESS].

4. The sign or labels required by this subsection (l) shall be placed on two (2) sides of the collection receptacle, including the front, with the required information printed in letters that are at least two inches (2") in height, and in a color that contrasts with the color of the collection receptacle so that the sign or label is clearly visible."

Required Attachments:
  • Notarized, written permissions with property owners and/or all leaseholders of the said property where the collection receptacle is located

Cancelation

Filing Method:

Online

Agency Fee:

$0

Notes:

To close out your registration, submit a Notice of Intent to Cease Solicitations, the most recently filed IRS form 990, and a brief letter of explanation.

Required Attachments:
  • Most recent IRS Form 990 or financial documentation
6Maintain a Tennessee Registered Agent

Maintain a registered agent that has a street address in Tennessee. The registered agent is responsible for receiving legal documents such as service of process. Appointing a registered agent service is often preferable to listing an officer or director, as their information often changes. Consider using our registered agent service in Knoxville , TN to maintain compliance with the state requirement.


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Fundraising Compliance

Learn how to stay compliant with charitable solicitation laws.

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