The State of Tennessee Department of State has a two page form (ss-­‐4418) used to obtain a charter for a nonprofit corporation.

1. Application should be sent to

Tennessee Secretary of State,
Division of Business Services,
ATTN: Corporate Filing
312Rosa L. Parks Avenue,
6th Floor, William R. Snodgrass Tower,
Nashville, TN 37243-­‐1102

2. It usually takes 2-­‐3 weeks for the state to accept the filing of your charter and return you a date stamped copy. The date your charter is accepted for filing is your official date of incorporation.

3. You have to submit a $100 filing fee with your application.

4. After you receive approval from the State of Tennessee for your charter, you must file the charter with your County Register of Deeds.

5. The Charter is sometimes called Articles of Incorporation.

Here is some specific information relative to potentially confusing questions when completing Form ss-­‐4418 application for your non-­‐profit.

Question #4 – ‘Initial Registered Agent”

  • This can be one person or any number. Consider who needs or is entitled to recognition.
  • Incorporators have no formal authority beyond having an organizational meeting to appoint the formal board.
  • The incorporator can be counsel. But it is sometimes useful to use this as an opportunity to recognize someone, or to hold up a name that people who might see the charter will recognize.
  • Identify a stable person at a good address. It cannot be a P. 0. Box.
  • It can be changed, but it is good to start with someone or some place that can be relied upon to forward official mail.
  • This address can be the principal office, or it can be a board member or it can be you.
  • If possible this should be an address that will remain the same for many, many years.
  • One possibility is to use the name of an individual from the nonprofit organization but the business address of your CPA or Lawyer.

Question #8 -­‐

a. This corporation is a “public benefit corporation” or “mutual benefit corporation”.

  • This answer is required by the Tennessee Nonprofit Corporation Act.
  • Corporations can be for either private or public benefit.
  • If you intend to apply for Internal Revenue Service (IRS) recognition as a tax exempt organization “Private Benefit Corporations” will usually not qualify as income tax exempt under Section 501 (c) (3).

b. This corporation is (or is not) a religious corporation.

  • • This is also required by the Tennessee Nonprofit Corporation Act.
  • • Per the IRS an organizations meets the religious purposes test if the religious beliefs of the organization are truly and sincerely held and the practices and rituals associated with the religious belief or creed are not illegal.
  • • A religious corporation can be a church, synagogue, association or convention of churches, religious order or religious organization that is an integral part of a church and is engaged in carrying out the function of a church.

c. The corporation will or will not have members.

  • It can usually be better for most non-­‐profit corporations not to have members or be a membership corporation.
  • Here, members means a group of people who have the authority to elect the board and without whose approval the charter and bylaws may not be amended and the corporation may not be dissolved
  • Having a membership can impose cumbersome decision making procedures on a board.
  • A corporation can have a membership, who pays dues and has some designated authority, without being a membership corporation in the eyes of the statute
  • This is a complicated concept for many new groups, because you can have members without having members.
  • Corporations made up of organizations, coalitions, as well as individuals, may want to be a formal membership corporation.

Question #13 -­‐ Provisions for Distribution of Assets upon Dissolution”:

A recommended response is:
In the event of dissolution, the residual assets of the organization shall be turned over to one or more organizations which themselves are recognized as exempt under Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the federal, state or local government for exclusive public purpose.

NOTE: When applying for 501 3(c) tax exempt status the IRS requires this terminology as a condition for recognition of tax exempt status.

Question #14 – “Other Provision”
Answering this section is strictly optional. Normally the answer will be “None”.

There may be other questions about the State of Tennessee Charter application process that are not considered in this article. Should you have such queries please contact Greater Knoxville SCORE to obtain guidance.

Charles Christiansen, SCORE
June 20, 2013