How to Reinstate a Nonprofit Corporation in Tennessee

A Tennessee nonprofit corporation can lose its active status if it fails to meet certain state filing or compliance requirements. In this case, the organization may be listed as administratively dissolved or revoked with the Tennessee Secretary of State.

The good news is that, in most cases, the nonprofit entity can be reinstated rather than creating a new organization.

The reinstatement process generally involves following certain key steps. First, let’s take the first step: checking the nonprofit’s current status.

Check the Nonprofit’s Current Status

The first step is to determine the nonprofit’s current status with the Tennessee Secretary of State. You can do this through the Secretary of State’s online Business Entity Search.

You should review the nonprofit’s record and confirm:

• Whether the nonprofit is active, inactive, dissolved, or revoked;
• The effective date of any administrative dissolution or revocation;
• The nonprofit’s control number;
• The reason for the dissolution, revocation, or inactive status;
• Whether there are any outstanding annual reports, filings, fees, or other compliance issues.

This distinction is important because reinstating an existing nonprofit is different from forming a new nonprofit corporation. If the existing corporation is eligible for reinstatement, restoring it may allow the organization to retain its existing corporate identity, history, and structure rather than starting over with a new entity.

For a domestic nonprofit corporation that has been administratively dissolved or revoked, the Tennessee Secretary of State provides an Application for Reinstatement Following Administrative Dissolution/Revocation (Form SS-9410). The current listed filing fee is $70.

Determine Why the Nonprofit Was Dissolved or Revoked

Before submitting the reinstatement application, determine the reason the nonprofit lost its status.

For example, the nonprofit may have failed to:

• File required annual reports;
• Maintain required information with the Secretary of State;
• Maintain a registered agent or registered office;
• Comply with Tennessee tax requirements;
• Correct another issue identified by the state.

The reason matters because the nonprofit generally needs to eliminate the issue that caused the administrative dissolution or revocation before reinstatement can be completed.

In practical terms, do not simply file the reinstatement form without first determining what caused the entity to fall out of good standing.

Obtain a Tennessee Tax Clearance Certificate

Before applying for reinstatement, the nonprofit entity should check if it is able to get a Tennessee tax clearance certificate from the Tennessee DOR.

In Tennessee, the Department of Revenue uses the certificate to confirm that the business has filed the required tax returns and paid the liabilities it oversees.

The nonprofit entity should contact the Tennessee Department of Revenue directly in order to obtain information regarding its tax account and find out if any unpaid tax returns, balances, or other matters need to be settled before a tax clearance certificate can be issued.

The following are the contact details for the Tennessee Department of Revenue.

Contact number: Taxpayer Services / General Call Center

Statewide toll-free: (800) 342-1003

Nashville area and out-of-state: (615) 253-0600

It is important to provide an accurate email address over the phone so the certificate can be sent correctly.

When contacting the Department of Revenue, the nonprofit should have its legal name, Tennessee control number, and Federal EIN available. The control number can be obtained through the Secretary of State’s online Business Entity Search.

The entity should review the following:

• Whether the TN nonprofit entity has any outstanding tax filing obligations;
• Whether the entity’s TN tax account is currently open, closed, or requires further action;
• Whether the nonprofit is eligible to receive a tax clearance certificate; and
• What steps, if any, are required to obtain the certificate.

Obtaining the tax clearance certificate is important because it can confirm that the nonprofit has addressed its Tennessee tax obligations and may be required as part of the reinstatement process. The clearance certificate should be submitted along with the reinstatement documents.

Check the Nonprofit’s Registered Agent and Address

Before reinstatement, it is also important to review the nonprofit’s registered agent and registered office.

If the organization’s registered agent is no longer available or the address is outdated, the nonprofit record may need to be updated.

The Secretary of State separately lists a Statement of Change of Registered Agent/Office by Entity or Agent (Form SS-4534) for Tennessee entities. (sos.tn.gov)

Updating this information is important because the registered agent is in charge for receiving legal official documents on behalf the corporation.

Attain a Certificate of Good Standing from the Nonprofit’s Home State

If the nonprofit is a foreign registered to do business in TN, its primary corporate registration remains in the state where it was originally incorporated.

For example, if a nonprofit was incorporated in SD and later registered as a foreign nonprofit in TN, the organization should obtain a Certificate of Good Standing from South Dakota, its state of incorporation.

The certificate generally confirms that the nonprofit in good standing in its home state and has met the applicable state filing and compliance requirements.

File the Reinstatement Application

Once the underlying problems have been corrected and any required tax clearance has been obtained, the nonprofit can proceed with the reinstatement filing.

For a Tennessee domestic/foreign nonprofit corporation, the Tennessee Secretary of State lists the Application for Reinstatement Following Administrative Dissolution/Revocation (Form SS-9410). The current listed filing fee is $70.

The Tennessee Secretary of State allows nonprofit filings to be submitted through its online Tennessee Business & Commercial Services (TNCaB) portal. Domestic and foreign nonprofit corporation filings can be filed through the online system.

The general online process is as follows:

1. Go to the Tennessee Secretary of State’s TNCaB online filing portal.
2. Navigate to Business Filings or the section for filing documents for an existing business.
3. Select the option for Reinstatement.
4. Search for the nonprofit using its legal name.
5. Select the nonprofit’s existing business record and proceed to the Application for Reinstatement Following Administrative Dissolution/Revocation.
6. Review the information associated with the nonprofit and complete the application. The information should match the Secretary of State’s existing records.
7. Provide any information required concerning the administrative dissolution or revocation and confirm that the grounds for the dissolution or revocation have been addressed.
8. Review the application carefully prior to submitting it.
9. Pay the applicable filing fee through the online system. The Secretary of State states that major credit cards, debit cards, and e-checks are available for online document filing.
10. Submit the application and retain the electronic filing confirmation and payment receipt for the nonprofit’s records.

The online portal may display additional requirements or prevent submission if there is an unresolved issue with the nonprofit’s record. If that occurs, the organization should address the issue identified by the Secretary of State before attempting to complete the reinstatement.

Information Needed Prior to Starting the Online Application

Prior to begin the online filing, it is helpful to have the following information available:

• The nonprofit entity’s legal name;
• Tennessee control number;
• Reason and date for the revocation and dissolution;
• Current registered agent information;
• Information showing that the grounds for dissolution or revocation have been corrected;
• Any tax clearance or tax-related documentation information;
• Information needed to update the organization’s business record; and
• Payment method for the reinstatement fee.

The nonprofit should also review its registered agent and registered office information before submitting the application. If the information is outdated, the organization may need to first file a separate change of registered agent or business information.

After Submitting the Application

After the online application is submitted, the organization should monitor the filing status through the Tennessee Secretary of State’s online system.

Once the reinstatement is approved, the nonprofit should conduct a new Business Entity Search to confirm that its status has been restored to active or otherwise reflects the appropriate reinstated status.

The organization may then request a Certificate of Existence/Authorization (Good Standing) if it needs formal evidence that the Tennessee entity is active and in good standing. The Secretary of State currently lists Form SS-4238 for this purpose, with a $20 fee.

Reinstatement vs. Creating a New Nonprofit

In some cases, an organization may consider creating a new nonprofit rather than reinstating the existing corporation.

That decision should be made carefully.

Reinstating the existing corporation generally preferable where the entity has an established history, contracts, assets, bank accounts, grants, licenses, or other relationships that would be difficult to transfer to a new entity.

On the other hand, if the existing corporation has significant unresolved compliance problems or is no longer eligible for reinstatement, forming a new entity may need to be considered.

The appropriate approach depends on the nonprofit’s specific corporate, tax, and operational history.

Final Takeaway

Reinstating a nonprofit entity in TN generally involves more than filing one form. Thus, entity should first determine why it was administratively dissolved or revoked, correct the underlying problems, review its Tennessee tax accounts, and then file the appropriate reinstatement application with the Secretary of State.

For a domestic Tennessee nonprofit, the Secretary of State currently lists Form SS-9410, Application for Reinstatement Following Administrative Dissolution/Revocation, with a $70 filing fee. (sos.tn.gov)

The entity should also separately review its IRS tax-exempt status and TN tax exemptions, because reinstatement of the TN entity does not by itself resolve federal or state tax-exemption issues.

Important: The exact steps may vary depending on whether the nonprofit is a domestic Tennessee corporation, a foreign nonprofit registered in Tennessee, or a nonprofit LLC, and on the reason for dissolution or revocation. 

Because the reinstatement requirements can vary from case to case, it is advisable and recommend to consult with qualified Tennessee business or tax attorney before taking action. If you need assistance determining the appropriate reinstatement process or addressing related tax and compliance issues, you may contact Arora Law P.C. today at (551) 800-0777 for an international tax consultation.