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SB 1639

Secretary of State - As introduced, removes the filing fee that must be paid to the secretary of state to file articles of termination of corporation existence; increases the number of days after a person ceases solicitation activities after registration with the secretary of state, from 30 to 90, that the person has to notify the secretary of state; removes the requirement that a charitable organization that ceases solicitation activity and received in excess of $1 million in gross revenue during the most recently completed fiscal year include an audited financial statement and forms required to be filed by a charitable organization with the United States internal revenue service with the organization's notice to the secretary of state that the organization ceased solicitation activities. - Amends TCA Title 48.

114th Regular Session (2025-2026) Introduced by Ed Jackson

Tennessee eliminates the $20 filing fee for nonprofit terminations and extends the notice period to 90 days after ceasing solicitation, reducing reporting burdens.

Placed on Senate Regular Calendar for 4/22/2026
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Bill Summary · SB 1639

Summary of Bill SB 1639 (Session 114) – Tennessee

Overview

  • Title: Secretary of State – As introduced, removes filing fee for articles of termination of a nonprofit corporate existence; extends deadline to notify the Secretary of State (SOS) after ceasing solicitation activities; removes audit/income statement filing requirement for certain charitable organizations when ceasing solicitation.
  • Primary focus: Amends Tennessee Code Annotated Title 48 related to nonprofit entities, particularly termination of corporations, solicitation disclosures, and reporting upon cessation of solicitation.
  • Effective date: July 1, 2026.

Purpose and Intent

  • Streamline nonprofit dissolution filing by eliminating the SOS filing fee for articles of termination.
  • Provide a longer window for nonprofits to report cessation of solicitation activities after registration.
  • Reduce regulatory burdens by removing the requirement for certain large charitable organizations to attach audited financial statements and IRS forms when notifying SOS of ceasing solicitation activities.

Key Provisions

  1. Elimination of Filing Fee for Termination Articles

    • Amends Section 48-51-303(a) to remove the $20 filing fee for filing articles of termination of corporation existence.
    • Practical effect: No fee payable to SOS for terminating a nonprofit corporation.

  2. Extended Notice Period for Cessation of Solicitation Activities

    • Amends Section 48-101-506(h) to extend the deadline from 30 days to 90 days after a nonprofit ceases solicitation activities to notify SOS.
    • Requires the nonprofit to file the financial documentation required under subsection (b)(1) with the Secretary of State within the 90-day period.

  3. Audited Financial Statements/IRS Forms Not Required for Certain Cessations

    • Repeals the requirement that a charitable organization that grossed more than $1,000,000 in the most recent fiscal year include an audited financial statement and IRS forms with its notice to SOS that it has ceased solicitation activities.
    • Effect: Reduces reporting burden for large charities at cessation.

Affected Parties

  • Nonprofit corporations seeking to terminate (dissolve) their existence: No filing fee for termination.
  • Charitable organizations registered to solicit under Tennessee law: Those ceasing solicitation activities now have 90 days to notify SOS, rather than 30 days.
  • Secretary of State (SOS): Administrative changes to filings and reporting timelines; no longer receives a termination filing fee.
  • Auditors/IRS-reporting requirements: Removes the requirement for large organizations (>$1M gross revenue) to attach audited financial statements and IRS forms as part of cessation notice.

Fiscal Impact

  • Revenue: Net decrease in General Fund revenue of approximately $815,000 in FY26-27 and subsequent years (based on average $840 annually from 42 termination filings at $20 each, with 97% to General Fund and 3% to SOS).
  • SOS impact: Minor loss of $25,000 to SOS from the same revenue stream (3% of $840), offset by other administrative changes.
  • Overall operational impact: Claimed to be not significant.

Timeline & Status

  • Legislative action history:
    • 1/13/2026: Introduced
    • 1/14/2026: Passed First Consideration
    • 1/15/2026: Passed Second Consideration
    • 2/3/2026 – 2/10/2026: Considered by Senate committees
    • 4/21/2026: Placed on Senate Regular Calendar for 4/22/2026
  • If enacted, the act takes effect July 1, 2026.

Practical Takeaways

  • Nonprofits dissolving in Tennessee will save a small filing fee and have more time to report cessation of solicitation activities.
  • Large charitable organizations will experience reduced filing burdens when ceasing solicitation, potentially easing administrative compliance.
  • The changes are relatively modest in scope and are projected to have a minor overall fiscal impact on state finances.

Compiled from official sources — confirm details with the bill’s official record.

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