Starting a nonprofit requires several important documents and registrations. If you’re learning how to start a nonprofit in Georgia, you generally need Articles of Incorporation, a publication notice, bylaws, organizational resolutions, an Employer Identification Number (EIN), and an initial annual registration. If the organization wants federal 501(c)(3) status, it must also submit Form 1023 or Form 1023-EZ. Organizations soliciting donations in Georgia may need a separate charitable registration.
These documents serve different purposes. Incorporating in Georgia creates a nonprofit corporation, but it does not automatically grant federal tax exemption or permission to solicit charitable contributions.
Articles of Incorporation
The Articles of Incorporation legally create the nonprofit corporation. They are filed with the Georgia Secretary of State and should include:
- The corporation’s legal name
- A statement that it is organized under the Georgia Nonprofit Corporation Code
- The registered agent’s name
- The registered office’s Georgia street address and county
- The name and address of each incorporator
- Whether the corporation will have members
- The principal office mailing address
- The incorporator’s or authorized attorney’s signature
The name must contain an accepted corporate indicator, such as “Corporation”, “Incorporated”, “Company”,” Limited,” or an approved abbreviation.
If the organization intends to apply for 501(c)(3) status, its articles should also contain an appropriate charitable-purpose clause and a dissolution clause permanently dedicating remaining assets to qualifying exempt purposes. Placing these clauses only in the bylaws may not satisfy IRS requirements.
The current standard Georgia filing charge for Articles of Incorporation is $110.
Transmittal Information Form
Paper filings must include Transmittal Information Form CD 227. It provides the nonprofit’s name, filer information, registered-agent details, primary email address, and any name-reservation number.
Online applicants provide this information through the Georgia eCorp system and do not submit the paper form separately.
Notice of Incorporation
A Notice of Incorporation must be sent to the official legal newspaper of the county where the nonprofit’s registered office is located, or to another qualifying newspaper in that county.
The notice and publication payment must be delivered no later than the next business day after filing the articles. It is then published once a week for two consecutive weeks.
Keep the publication request, payment record, and proof of publication with the nonprofit’s permanent records.
Certificate of Incorporation
After approving the filing, the Georgia Secretary of State issues a Certificate of Incorporation. This certificate and the filed articles provide evidence that the nonprofit legally exists.
Banks, grantmakers, insurers, and government agencies may request copies, so both documents should be retained permanently.
Bylaws and Governance Policies
Bylaws explain how the nonprofit will operate. They are adopted internally and are not filed with the Georgia Secretary of State.
The bylaws should address:
- Board composition and director terms
- Member rights, if applicable
- Officer responsibilities
- Meetings, notice, voting and quorum
- Committees
- Recordkeeping
- Amendment procedures
A Georgia nonprofit without members and formed after July 1, 2023, generally needs at least three directors. Other nonprofit corporations must have one or more directors, with the number established through the articles or bylaws.
A written conflict-of-interest policy is also strongly recommended. It should explain how directors and officers disclose financial interests and how the board handles related transactions.
Organizational Minutes or Written Consent
The initial board should document its organizational decisions through meeting minutes or written consent. This record typically confirms that the board:
- Adopted the bylaws
- Appointed officers
- Approved the conflict-of-interest policy
- Authorized the EIN and 501(c)(3) applications
- Approved a bank account and its signers
- Adopted an initial budget and accounting period
These records are retained internally rather than filed with the state.
Initial Annual Registration
A Georgia nonprofit formed between January 1 and October 1 generally files its Initial Annual Registration within 90 days. A corporation formed between October 2 and December 31 files between January 1 and April 1 of the following year.
The registration identifies the corporation’s principal officers, registered agent, registered office and principal office address. The current nonprofit annual-registration charge is $40.
Employer Identification Number
Every organization needs an EIN, even if it has no employees. Apply after the nonprofit is legally formed using the IRS online application or Form SS-4.
The IRS confirmation notice should be retained permanently. An EIN identifies the organization for tax purposes but does not grant 501(c)(3) status.
Form 1023 or Form 1023-EZ
Organizations seeking recognition under Section 501(c)(3) generally file Form 1023 or, if eligible, Form 1023-EZ through Pay.gov.
The standard Form 1023 requires detailed descriptions of the nonprofit’s activities, governance, finances, compensation and fundraising. Applicants must upload their organizing document, amendments, and adopted bylaws.
Form 1023-EZ is available only to organizations that pass the IRS eligibility worksheet. Eligibility depends on more than financial size, although organizations generally cannot use it if projected annual gross receipts exceed $50,000 or total assets exceed $250,000.
The current IRS fees are $600 for Form 1023 and $275 for Form 1023-EZ.
Georgia Charitable Registration
Organizations soliciting or accepting charitable contributions in or from Georgia must generally register with the Secretary of State unless an exemption applies.
The registration packet may include Form C-100, control-person documents, financial statements, IRS filings, and the IRS determination letter. A newly formed organization that has received no contributions may submit a signed no-funds statement instead of previous financial records.
For more context on how incorporation and tax exemption fit together, see Beacon Nonprofit’s nonprofit formation information.
Keeping these records accurate and consistent helps prevent delays when opening a bank account, applying for grants, seeking 501(c)(3) approval, or registering to fundraise.
Conclusion
Starting a nonprofit in Georgia requires more than filing one form. Organizers must prepare incorporation documents, establish clear governance, obtain an EIN, complete applicable tax-exemption filings, and register before soliciting donations when required. Keeping every approval, policy and filing in a permanent records system will help the organization maintain compliance, demonstrate accountability and avoid preventable delays as its programs grow.
