How to Form a Georgia Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Georgia corporation, then you must apply for tax-exempt status from the IRS and the State of Georgia.

While the requirements for nonprofits can vary, you can generally follow the steps below to form your Georgia nonprofit. If you'd like a helping hand with the registration process, you can use our online nonprofit formation service to set up your nonprofit.

1. Choose a Name for Your Georgia Nonprofit Corporation

To start your Georgia nonprofit, you need to choose a business name. Make sure you follow Georgia's rules around nonprofit names.

Nonprofit name must be distinguishable. The name of your nonprofit corporation must be distinguishable from the names of other businesses already reserved or registered with the Georgia Secretary of State (SOS). You can see which names are available by searching the SOS Corporations Division's business name database. (Ga. Code § 14-3-401 (2024).)

Nonprofit name must include an entity designator. In Georgia, your nonprofit corporation name must contain one of the following words or their abbreviations:

• "corporation"
• "company"
• "incorporation," or
• "limited."

(Ga. Code § 14-3-401 (2024).)

Name reservation. You can reserve an available corporate name for 30 days by applying for the proposed name with the SOS. To reserve a name, file a Name Reservation Request. You can reserve the nonprofit name online via the SOS's eCorp system. As of 2024, the fee to reserve a corporation name is $25 for online filings and $35 for paper filings. You can renew the reservation. (Ga. Code § 14-3-402 (2024).)

Using a DBA. Out in the real world, you can use a name for your nonprofit other than its legal name (as filed with its articles of incorporation). This alternate name is usually called a "DBA" (short for doing business as), but is sometimes called a "trade name," "fictitious name," or "assumed name." If you want to use a DBA for your nonprofit, you must file a registration statement with the county where your nonprofit is located. You must publish notice of your registration statement weekly for two weeks in the same newspaper the sheriff's office uses for legal advertisements. (Ga. Code § 10-1-490 (2024).)

2. Appoint the Initial Directors for Your Corporation

Your nonprofit must have a board of directors to exercise corporate power and manage its affairs. Under Georgia law, your nonprofit's board of directors must consist of at least one person. If your nonprofit doesn't have members and wasn't in existence before July 1, 2023, then you must have at least three board members. (Ga. Code §§ 14-3-801 and following (2024).)

You should aim to have an odd number of directors to avoid voting ties. The IRS tends to prefer nonprofits with three or more directors when granting tax-exempt status.

Your corporation's articles or bylaws should outline specific requirements and restrictions for directors, including:

• the number of directors (you should aim to have an odd number to avoid voting ties)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

Make sure your nonprofit's formation documents follow Georgia's laws for nonprofit corporations.

3. File Articles of Incorporation for Your Georgia Nonprofit

To form a nonprofit in Georgia, you must create and file Articles of Incorporation with the SOS. You must include the following information in your articles of incorporation:

• the corporation's name
• the name and street address of the corporation's registered agent
• the name and address of each incorporator
• whether or not the corporation will have members
• the mailing address of the corporation's principal office, and
• a statement that the corporation "is organized pursuant to the Georgia Nonprofit Corporation Code."

(Ga. Code § 14-3-202 (2024).)

An incorporator must sign the articles.

Include IRS-Specific Nonprofit Language in Your Articles of Incorporation

In addition to the above requirements, you'll need to include specific language in your articles to receive 501(c)(3) tax-exempt status from the IRS. This 501(c)(3) language includes the following:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon your nonprofit's dissolution.

For guidance on 501(c)(3) language, check out the IRS's publication on the suggested language for corporations to use in their articles of incorporation. You can also find sample language to use approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

Publish Notice of Your Nonprofit's Incorporation

Georgia requires corporations to publish notice of their intent to incorporate. Within a business day of filing your articles of incorporation with the SOS, you must publish a notice in the newspaper of the county where your nonprofit's registered office is located. You must publish the notice weekly for at least two weeks. As of 2024, the publication fee is $40.

The notice must say the following:

"NOTICE OF INCORPORATION

Notice is given that articles of incorporation which incorporate __________ (name of corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation is located at __________ (address of registered office) and its initial registered agent at such address is __________ (name of agent)."

(Ga. Code § 14-3-202.1 (2024).)

How to File Your Articles of Incorporation

You can file your Georgia nonprofit articles of incorporation online through the SOS's eCorp website. You can also file your articles by mail. If you're filing by postal mail, you must draft your own articles and include a Transmittal Information Form.

As of 2024, the filing fee for nonprofit articles of incorporation is $100 (or $110 by mail).

The SOS doesn't have a fillable Articles of Incorporation form to use. Instead, you can check out the Corporations Division's Filing Procedures for Forming a Georgia Corporation, which explains how to draft your articles yourself, including a sample form. However, this form doesn't include the three IRS-required clauses. So, be sure to include the required language in the articles you create.

For more information on IRS requirements for tax exemption, including sample language, consult How to Form a Nonprofit Corporation, by Anthony Mancuso (Nolo). In addition, this book has line-by-line instructions on how to complete Form 1023, how to create your nonprofit's bylaws, and more (discussed later).

4. Prepare Bylaws for Your Georgia Nonprofit Corporation

After you file your articles, you should draft your nonprofit's bylaws. Your board of directors (or incorporators) will adopt the initial bylaws for your nonprofit. This organizational document provides the blueprint for how your nonprofit will be managed. (Ga. Code § 14-3-206 (2024).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You don't need to file your bylaws with the state—this document is your internal operating manual.

5. Hold a Meeting of Your Board of Directors

Once your nonprofit is created and you have bylaws prepared, you should hold an organizational meeting to adopt the bylaws and complete the organization of your nonprofit. If you named initial directors in your articles, then a majority of the directors should call the first meeting. If you didn't name any directors in your articles, then a majority of the incorporators should call a meeting to elect the directors. (Ga. Code § 14-3-205 (2024).)

At the directors' first meeting, the board should make all the important initial decisions to get your nonprofit up and running. The board should take such actions as:

• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

After the meeting is held, you should create meeting minutes that accurately record the actions taken by the board. Set up a corporate records binder to hold the corporation's articles, bylaws, consent forms, minutes, and other important documents.

Depending on the type of activities your nonprofit intends to carry on and where it's located, your nonprofit might need to obtain local and state business licenses or permits. For state licenses, check the SOS's First Stop Information Center, which includes a link to the SOS's First Stop Business Guide.

You should contact your local city or county for guidance about local licenses and permits. Many cities require businesses to get some general license, though your city might have a different name for this type of license.

Read how to get a small business license in Georgia for more details about licensing and permitting requirements in the state.

8. Get Your Federal and State Tax Exemptions

After you've created your nonprofit corporation, you can obtain your federal and Georgia state tax exemptions. Make sure you're familiar with the laws governing your Georgia nonprofit. You can create and manage your Georgia nonprofit on your own. However, many nonprofits find it useful to consult with a business lawyer with nonprofit experience at some point.

Here are the steps you must take to obtain your tax-exempt status.

File Your Form 1023 Federal Tax Exemption Application

To get your federal tax-exempt status from the IRS, you must complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits with projected annual gross receipts of less than $50,000 and total assets of less than $250,000 are eligible to use the streamlined 1023-EZ application.

Visit the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

Georgia State Tax Exemptions

Upon receipt of your 501(c)(3) determination letter from the IRS, your organization is automatically exempt from Georgia corporate tax. You must simply attach the determination letter along with a copy of your nonprofit's Articles of Incorporation and bylaws to your Georgia state tax return.

Georgia offers a sales tax exemption to some nonprofits. If your nonprofit qualifies for a sales tax exemption, you must apply for the exemption with the Georgia Department of Revenue (DOR). Contact local taxing authorities for exemptions from local sales and property taxes.

For more information, refer to the DOR's tax-exempt organizations FAQ.

Other State Reporting and Registration Requirements

Georgia requires charitable organizations (nonprofits) that solicit funds in or from Georgia to register with the SOS's Securities and Charities Division. To register your nonprofit in Georgia, submit Form C100 to the Securities and Charities Division. Registration is valid for two years and must be renewed.

Georgia law provides some exemptions to this registration requirement. Some examples of nonprofits that are exempt from registration include:

• educational institutions
• business, professional, or trade associations
• fraternal and social organizations that only solicit donations from members through uncompensated members
• organizations that have less than $25,000 in revenue from contributions
• hunters, fisherman, or target shooters organizations, and
• political organizations.

(Ga. Code § 43-17-9 (2024).)

The above list isn't a complete listing of exempt organizations.

If you plan to operate in other states, you'll need to look into the fundraising registration and reporting obligations in those states.

For more information about fundraising registration requirements, check out the Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

9. File Your Nonprofit's Annual Report With the SOS

Within 90 days of incorporation, every Georgia corporation must file an initial annual registration form that lists three principal officers with the SOS. Corporations that form between October 2 and December 31 must file the initial annual registration between January 1 and April 1 of the next calendar year. An annual registration must be filed by April 1 every year after the initial year. (Ga. Code § 14-3-1622 (2024).)

You can file the annual registration form online using One Click Annual Registration or through the SOS's eCorp system. As of 2024, the SOS charges a $30 filing fee for nonprofit corporations.

For additional guidance, check out the SOS's How-To Guide: Charities. This helpful guide gives information about nonprofit formation, tax exemption, fundraising registration, and more.

If you'd like help with the more common questions and issues facing nonprofits, read through our sections on starting a nonprofit corporation and managing a nonprofit.