Can an LLC be a Nonprofit in Tennessee?

What are nonprofit LLCs?

A limited liability company that is formed and operated for charitable purposes is generally referred to as a “nonprofit LLC.” While this is the general overview of the topic, the nuances and technicalities can vary from state to state.

For instance, while, generally, nonprofit LLCs are tax-exempt on the federal level, the state’s income or property tax status may vary depending on the particular state.

One of the reasons why an LLC may choose to operate as a non-profit is so that it may operate a joint venture with other business entities. Or in some cases, this may be done so that the company can establish an unrelated business that will generate more revenue to add to the one already generated by the nonprofit via donations and grants.

These are quite complicated structures, though, and again the operation depends highly on individual state rules. Luckily, however, for those who wish to open a nonprofit LLC in Tennessee, the state happens to be one of the least tedious and most favorable in this case.

We take a deeper look at the nuances of running LLCs as a nonprofit in Tennessee in the sections below.

Nonprofit LLC in Tennessee

Most states recognize and allow limited liability companies to be run as nonprofits, and Tennessee, as specified in the code below, is one of them.

Part 8 of the Tennessee Revised Nonprofit Limited Liability Company Act states that:

A nonprofit corporation may form a domestic nonprofit LLC that meets the requirements of § 48-101-805, by filing articles of organization with the secretary of state that prominently designate it as a nonprofit LLC and that comply with the Tennessee Revised Limited Liability Company Act, compiled in chapter 249 of this title. A foreign nonprofit LLC may obtain a certificate of authority to transact business in this state under the Tennessee Revised Limited Liability Company Act and thereby become subject to and governed by this part as a nonprofit LLC, only if the foreign nonprofit LLC meets the requirements of § 48-101-805.”

[Acts 2006, ch. 620, § 5.]

The summary of the above article simply boils down to the fact that, yes an LLC can in fact be a nonprofit in Tennessee. Starting the process and successfully establishing your nonprofit LLC, however, requires comprehensive steps, which we outline below.

How to start a nonprofit LLC in Tennessee

To start a nonprofit LLC in Tennessee and qualify for the tax-exempt status under 501(c)(3) laws, you must first file the necessary documents indicated below and then apply for a 501(c)(3) status with the IRS.

Here are the steps outlined in detail:

The very first step in registering any business is to first pick a name and register with the state. You should also ensure to choose a unique name, and search on the appropriate platforms to ensure that your desired name is indeed available.

A registered agent is a person or company that you appoint to act as a point of contact between your nonprofit LLC and the state. It is the job of a registered agent to receive important state and legal documents on your behalf.

While you can officially select yourself as your own registered agent, it isn’t advisable seeing as you will ideally be tied down by other administrative tasks, and may not be able to give the position the attention it deserves.

The next step in setting up your nonprofit LLC is to choose a set of directors for the company. The state of Tennessee requires that you appoint no less than three directors to serve on the board. Along with your three directors, you should also have a president and a secretary.

You officially set up your nonprofit as a recognized legal entity by filing an article of corporation with the Tennessee Secretary of State. Generally, articles of incorporation must include your organization name, registered agent, address, duration, and asset distribution statements.

Bylaws and conflict of interest policy are important criteria to qualify for tax-exempt status. The purpose of having specified bylaws is to guide the operation of the organization, while a conflict of interest policy is there to ensure that decisions are made with the benefits of the nonprofit in mind, and not to serve individual members.

The first meeting of the board of directors is important, not just to establish a solid vision and direction for the organization, but also because the minutes and other documents created during that meeting will come into great use in the future.

An EIN, also known as an employer identification number, is needed for a nonprofit corporation just as it is for a limited liability company. The process of obtaining an EIN is very easy and can be completed on the IRS website in no time, free of charge.

Another important step is obtaining a business bank account for your newly established corporation. You will need a copy of your corporation charter, company bylaws, and your nonprofit’s Employer Identification Number for this.

You should also always ensure that you call in with your bank ahead of time to see if they have other requirements, seeing as the required documents and information vary from bank to bank.

The state of Tennessee requires that your nonprofit LLC obtains a business license, depending on the kind of activities you intend to carry out.

The county where your business is located also matters, and you may need to check in with the county officers for their requirements too.

To remain in good standing with the state, a nonprofit corporation must file an annual report with the state, before the first day of the 4th month of the following fiscal year.

You are also required to pay a $20 filing fee. Annual reports can be filed easily online or by mail.

IRS form 1023 is the official application for tax exemption under section 501(c)(3) of the IRS code. The form is quite long and detailed and requires a lot of information that will help the IRS decide whether or not you qualify for tax-exempt status.

There is also, however, a shorter version of the form for smaller corporations with annual gross receipts that is less than $50,000.

As mentioned earlier not all states offer tax exemption for nonprofit LLCs. Luckily, though, the state of Tennessee is one of the few that do. All you have to do is file an application with the Department of Revenue, and you automatically qualify.

Consult the Tennessee Sales and Use Tax Guide for more information.