If you are unsure as to what type of business (i.e. Corporation, Limited Liability Company, Partnership, etc.), you may need to contact an attorney or tax professional, as this office is unable to assist in that determination. For information on types of business entities and tax, treatments consult the IRS, Tennessee Office of the U.S. Small Business Administration or the Business Enterprise Resource Office (BERO) at the Tennessee Department of Economic and Community Development.

A Certificate of Authority to transact business in Tennessee may be filed online or by paper if your Corporation, Nonprofit Corporation, or Limited Liability Company was formed in another state.  Foreign Limited Liability Partnership and Foreign Limited Partnerships must be filed by paper.  All paper forms can be found on our Business Forms and Fee page.

Yes, if the principal address is in Tennessee, the filed document must be recorded in the Registered of Deeds in the county where the principal office is located.

The incorporator is the person that files the charter of the corporation. The incorporator must be of legal age to enter into contracts. Once the charter has been filed, the incorporator’s function is complete.

A civil penalties up to $5,000 may be imposed for each and any violation.  Further, anyone who willfully and knowingly violates any provision of the Charitable Solicitations Act, or willfully and knowingly gives false or incorrect information in filing statements or reports to the division commits a Class B misdemeanor.  A second or subsequent offense is a Class E felony. 

Yes, for good cause shown (e.g. application for extension to file an exempt organization return that was filed with the IRS), the division may extend the time for filing a renewal application for a period not to exceed ninety (90) days, during which time the previous registration remains in effect.   An organization may request a second extension of time for a period of sixty (60) days, as long as it provides proof that it has been granted an extension of time to file with the IRS.

Yes, the organization must renew its registration by the last day of the 6th month after the end of its accounting year.

Renewal Filing fees are based the gross revenue for the filing period. Late fees are assessed per month.

For Renewal Dates after 7/1/2021:

Gross Revenue                        Filing Fee

• $0 to $50,000                                $0.00 *
• $50,000.01 to $99,999.99          $10.00
• $100,000.00 to $249,999.99     $10.00
• $250,000.00 to $499,999.99    $10.00
• $500,000 and over                        $10.00

Late Fees: $10/month

For Renewal Dates on or before 6/30/2021

Gross Revenue                        Filing Fee

• $0 to $50,000                                $0.00 *
• $50,000.01 to $99,999.99          $120.00
• $100,000.00 to $249,999.99     $160.00
• $250,000.00 to $499,999.99    $200.00
• $500,000 and over                       $240.00

Late Fees: $25/month

* Based on answers on the renewal form, an organization may qualify for an exemption because they received less than $50,000 in gross contributions from the public. Organizations that qualify for this exemption will not be charged a filing fee for the filing period.

The initial registration fee is $50 dollars.  The fee for renewing your registration is based on the following scale:

GROSS REVENUE REGISTRATION FEE 
$0 – $48,999.99                                              $80 
$49,000 – $99,999.99                                     $120
$100,000 – $249,999.99                                 $160 
$250,000 – $499,999.99                                 $200 
$500,000 and above                                      $240

One (1)

Bylaws are the code or rules by which the corporation is run, and explain the conditions and limitations that the corporation must follow in conducting its business.

The board of directors is a group of people who direct and oversee the business activities of the corporation. The board hires officers to conduct the day-to-day operation of the corporation. In the case of small, tightly held corporations, the board of directors and the officers may serve in both capacities.

The minimum is one.  There is no limit on the maximum number of shares authorized.,

Authorized shares are the number of shares of stock that the charter allows the corporation to issues.

1. The correct fee is not paid. The annual report fee for a corporation is $20, and an additional $20 is required if any change is made concerning the registered agent/registered office. The annual report fee for LLCs is $300 minimum up to a maximum of $3000. The fee increases by an additional $50 per member for every member over 6 members up to a maximum of $3,000.
2. An officer is not listed. If the business is a Tennessee for-profit corporation, the corporation must list at least one officer. If the business is a Tennessee nonprofit corporation, a president and secretary or required.
3. The board of directors are not listed, the box indicating that the board is the same as the officers listed is not marked, or the box indicating that the corporation does not have directors is not marked.
4. The annual report is not signed and/or dated.
5. The annual report is not typed or filled out in ink.

• Corporations*
• Limited Liability Companies (LLC’s)*
• Limited Partnerships (LP’s)*
• Limited Liability Partnerships (LLP’s)*
• General Partnerships+ 

*All of the above business entities file formation documents.

+Filings by general partnerships are not for the purpose of forming or maintaining a general partnership in Tennessee. Document filing is for the purpose of providing public notice of basic information about a general partnership, such as the agency authority of its partners, and such filings are optional and voluntary.

Organizations that are exempt from the registration requirements of the Act include bona fide religious institutions, as defined by T.C.A. §48-101-502(c); educational institutions and supporting organizations as defined by T.C.A. §48-101-502(b); volunteer fire departments, rescue squads and local civil defense organizations; political parties, candidates, and Political Action Committees; hospitals; nursing homes; 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; and organizations that do not intend to solicit and receive and do not actually raise or receive gross contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year. Organizations that do not intend to solicit and do not actually raise or receive gross contributions from the public in excess of fifty thousand dollars ($50,000) during a fiscal year must file an Exemption Request annually.

"Solicit" or "solicitation" means any oral or written request, however, communicated, whether directly or indirectly, for a contribution.  See T.C.A. §48-101-501(11).

“Contributions" means the promise or grant of any money or property of any kind or value, including the payment or promise to pay in consideration of a sale, performance or show of any kind which is advertised or offered in conjunction with the name of any charity.  “Contribution” does not include bona fide fees, dues or assessments paid by members; provided, that membership is not conferred solely as consideration for making a contribution in response to a solicitation.  See T.C.A. §48-101-501(3).

The Tennessee Secretary of State offers an online search of charities.  Please note, if you do not locate the organization, please consider the following:

• Organization could be exempt from the registration process by statute. Click HERE to learn more.
• Organization may file as a $50,000 and Under organization. To search those organizations, please click HERE.
• Make sure you are searching under the official legal name of the organization.