Foreign Nonprofit Corporation Registration in Tennessee

Tennessee gives nonprofit corporations their own statute, the Tennessee Nonprofit Corporation Act, and chapter 65 of Title 48 covers the ones formed elsewhere. A nonprofit organized under another jurisdiction's law is "foreign" in Tennessee, and under section 48-65-101 it cannot transact business in the state before receiving its certificate from the Secretary of State.

The certificate adds permission to operate in Tennessee and nothing more. Governance, membership and purpose stay with the law of the home state. Registration to solicit donations, where it applies, and federal or state tax-exempt status are separate matters that this filing does not address.

Tennessee does not define "transacting business" for nonprofits. Section 48-65-101 gives eleven examples of what does not qualify, and it states that the examples are not exhaustive and serve only to decide whether a certificate is needed:

• A claim or dispute, whether the nonprofit brings it, defends it or settles it
• Board or member meetings and housekeeping of that kind
• Holding bank accounts
• Maintaining a transfer or registration office for memberships or securities, along with trustees or depositories for them
• Using independent contractors to sell
• Orders that become contracts only once someone accepts them outside Tennessee
• Borrowing, lending, and taking or giving deeds of trust, mortgages and security interests
• Pursuing debts and enforcing the security that backs them
• Owning real or personal property "without more"
• A one-time transaction wrapped up inside a month
• Interstate commerce

Property

Ownership by itself is excluded, and there is a narrow added allowance for real estate taken over through foreclosure on a mortgage or deed of trust, which may be managed and rented for a reasonable period while the owner works to liquidate it and keeps no Tennessee office other than an independent agency. A nonprofit that owns a building and also runs programs, employs staff or hosts events there has gone beyond ownership "without more". If your activity falls between the examples, ask a Tennessee attorney before deciding.

The foreign nonprofit application is Form SS-4432, with a state fee of $600. It can be filed in TNCaB, mailed to the state's Corporate Filing group, or handed in at the service counter in Nashville. Paying by card, debit or e-check adds a charge whose amount the state does not publish, while a paper check, cashier's check or money order sidesteps it; the payee has to be the Tennessee Secretary of State. Cash is accepted at the counter only.

What the application asks for

• The nonprofit's exact name, with a Tennessee name if the home name must change, and an assumed name if it will use one (a separate $20 filing)
• Its home jurisdiction, date of incorporation and, if earlier, when it began operating in Tennessee
• Its fiscal year-end month, December by default
• The principal office with county, a mailing address and a business email
• Up to three industry codes
• Whether it has members
• A statement that it is not for profit
• How it would be classified, public benefit or mutual benefit, if it were a Tennessee corporation
• A registered agent, either a person or an organization, plus the agent's Tennessee address, county and email
• Current officers and directors
• A later effective date, if wanted, of no more than ninety days

The signer states a capacity, and the filing becomes public record.

Tennessee requires proof of existence from home, issued by the official who keeps the nonprofit's records. An existence certificate works, as does a good-standing one. Section 48-65-103 and the form both cap its age: the date cannot precede the Tennessee filing by more than two months, and an application that arrives without a valid one is returned.

Match the name and incorporation date on the application to the certificate. Request the document from the home filing office, which charges its own fee, and send the Tennessee application soon after it arrives. The nonprofit or its attorney places that order. Mainstay Filing does not.

A foreign nonprofit may qualify under its own name when that name meets Tennessee's nonprofit naming rule in section 48-54-101, or under an assumed name. Section 48-65-106 adds that the name must differ enough from other entities' names on the state's records, with a consent or court-judgment route for names that do not.

Agent eligibility

Tennessee wants a registered office and an agent in place continuously, and the agent's own office has to share the registered office's street address. Under section 48-65-107 the agent can be a Tennessee resident, a Tennessee corporation, nonprofit corporation, LLC or partnership of the listed kinds, or a foreign entity of those kinds that is authorized in Tennessee. A company can therefore serve. The street address must be physical, with no post office box or route number alone, and the state verifies it. No rule requires the agent to be staffed during set hours.

Annual report

A registered foreign nonprofit reports once a year. The deadline is the first of the fourth month after its fiscal year closes, so April 1 for a December year-end. Section 48-66-203 lists the contents: registered office and agent details, the principal office, directors and principal officers, the federal employer identification number, and a statement of how Tennessee would classify the corporation if it had been formed here. A corporation that is exempt under section 501(c)(3) and currently operating does not have to list directors and officers. The Secretary of State's FAQ gives a $20 figure for "a corporation" but no separate nonprofit amount, so ask the Division what it will charge before you file.

Amendments, withdrawal and revocation

A change of name, period of duration or home state requires an amended certificate of authority at $20. A change of agent or registered office is a $20 statement of change. Leaving Tennessee takes an application for a certificate of withdrawal at $20, preceded by tax clearance from the Department of Revenue.

Revocation can start when the annual report is two months late, when there has been no registered agent or office for two months, or when the state is never told about a new agent in that period. The nonprofit has two months after notice to correct the problem, and reinstatement after revocation costs $70.

Section 48-65-102 sets the consequences.

• The nonprofit's own claims cannot proceed in a Tennessee court before a certificate is in hand. A successor, or the assignee of a claim, is shut out as well. A judge may pause the case to decide whether a certificate is required.
• Tennessee charges triple what an authorized nonprofit would have paid in fees, penalties and taxes (plus interest) while filing every report, figured separately for each year in which the nonprofit lacked authority.
• The state holds the application until that total is paid. When the unauthorized stretch lasted a year or longer, a confirmation of good standing is also required, which the form says is a Revenue Department letter.
• What the nonprofit has done remains valid, and it is free to respond to a suit filed against it.

The charge grows with each year, so an early filing limits what is owed.

A nonprofit cannot use Mainstay Filing's qualification checkout, since that is open to LLCs and business corporations alone. The nonprofit or its attorney files Form SS-4432 directly. What Mainstay Filing supplies is the agent, for $149 per year with renewals unchanged.

Mainstay Filing's Tennessee address is the one you enter on the application, and the public record then shows it. If process is served there, the scan reaches you the day it is received, at no cost, and Mainstay Filing scans up to three state mailings a year free too. Should the nonprofit have another agent on file, Mainstay Filing prepares the replacement filing and passes the state's own charge to you as is. See the Tennessee registered agent page. Mainstay Filing gives no legal advice, so take a question about whether your activity requires a certificate to your own attorney.