How to Form a Nonprofit in Georgia

Two people forming a nonprofit in Georgia

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OVERVIEW

For-profit organizations are started with the goal of financial gains. Nonprofits corporations are started with the intent for social change.

Most nonprofit organizations apply for federal 501c3 status because getting the 501c3 status has many advantages such as tax exemptions, special rates on bulk mailings, and tax-deductible donations.

NOTE:A 501c3 nonprofit is an organization that has been designated as a ‘nonprofit’ by the state government and as a ‘501c3’ organization at the federal level.

This guide will show you how to form a 501(c)(3) Nonprofit Public Charity in Georgia. Read our detailed guide, or if you want to get started right away, you can download the required paperwork.

To start a 501(c)(3) nonprofit corporation in Georgia you must:

  1. Form a nonprofit corporation according to the rules of the state.
  2. Apply for 501(c)(3) tax-exempt status with the IRS.

You will need the following documents:

Formation & Regulations

Select and Seure Your Nonprofit's Name


Step 1) Select and Secure Your Nonprofit's Name

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in Georgia.

 

1. Naming Guidelines

  • The name of you pick for your organization must include "corporation",  "incorporated”, "company”, "limited”, or an abbreviation of one of those words.
  • The name must be under 80 characters.
  • If the name of your organization includes words such as “bank” or “banking” then you must first get written approval from the Department of Banking and Finance.
  • If the name of your organization includes words such as “insurance”, “fidelity”, or “assurance” you must first get written approval from the Office of Insurance and Safety Fire Commissioner.

You can read the Secretary of State's official guidelines for the complete rules on naming a Georgia based organization.

 

2. Is the name available?

The name of your nonprofit must be distinct from that of any other corporation in Georgia. Use the Business Entity Search to make sure the name you have selected has not already been taken.

 

3. Is the website available? 

If you plan to have a website for your organization, you will want to make sure that a suitable URL is currently available on GoDaddy.

You may want to buy any URLs you are interested in, to make sure they are available when you are ready to finalize and create your website.

Find a Domain Now

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Appoint a Registered Agent

Step 2) Appoint a Registered Agent

A nonprofit corporation in Georgia is required to have a registered agent with a Georgia address.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

Who can be a Registered Agent? A registered agent must be a resident of Georgia  or a corporation, such as a registered agent service, authorized to transact business in Georgia. You may elect an individual within the company including yourself.

Need Help?

Incfile provides the first year of registered agent service free with LLC formation ($49 + State Fees)

Decide how your organization will be managed

Step 3: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. come together to form a board.

Features of directors:

  1. All the directors of an organization together form the board of directors.
  2. The power and influence of the directors over the organization is as the board of directors, the directors do not have authority as individuals.
  3. The board typically creates the policies that govern the nonprofit. The board of directors also oversee management-level hiring like that of the officers.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

An officer may also be on the board of directors and serve both roles if allowed to do so by the organizational bylaws created by your team.

The organization structure of your nonprofit in Georgia MUST include:

  1. At least 3 directors not related to each other

 

File Article of Formation

Step 4) File the Articles of Incorporation AND Transmittal Information Form

To become a nonprofit corporation in Georgia you must file the Articles of Incorporation as well as a Transmittal Information Form with the Secretary of State

There is no official form for the Articles of Incorporation. Here are the sections you must include:

Article 1) Corporate Name
Enter the name you selected in Step 1.

Article 2) Nonprofit Statement
Your Articles of Incorporation must include this exact phrase:

"The corporation is organized pursuant to the Georgia Nonprofit Corporation Code"

Article 3) Registered Agent
Write in the name, address and county of the registered agent you selected for your organization in Step 2. All official correspondence will be sent to this address.

Article 4) Membership
Indicate whether or not your nonprofit organization will have members by writing one of these statements:

 "The corporation will have members"

OR

"The corporation will not have members"

Article 5) Principal Office Address
Put in your organization’s principal address. If you do not plan to have a physical office you may use a P.O. Box address or that of your registered agent.

Article 6) Supplemental Provisions / Information
There are two things you will need to cover in this section:

1) Describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

  • Charitable
  • Religious
  • Educational
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

NOTE: You can read the IRS guidelines here. 

2) You must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes. 

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

Step 7) Execution
When you sign and date the form you are affirming everything written in the articles. Make sure to identify that you are signing the document as the incorporator for the organization.

You will need to mail the following:

  1. Transmittal Information Form
  2. Articles of Incorporation
  3. A nonrefundable filing fee of $100.00 payable to the Secretary of State.
Secretary of State Address

Office of Secretary of State Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, GA 30334

 

Information: (404) 656-2817

FAQ:

Can I expedite the time it takes to file the Articles of Incorporation?
There are various options to expedite the process:

  • $1000 expedite fee to get 1-hour service
  • $250 expedite fee for same-day service
  • $100 expedite fee for processing within 3 business days

Operating Procedures & Housekeeping

1) Draft Bylaws and Conflict of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

  • How the nonprofit will be governed – the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors.
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added amended in the future

NOTE: Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Under Appendix A the IRS provides a sample Conflict of Interest Policy.

NOTE: You will want to have both these documents drafted before for your first organizational meeting

 

Conduct an Organizational Meeting

Step 2) Conduct an Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

 

Get an EIN

Step 3) Get an EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

The EIN will be used for things like:

  • Filing for 501(c)3 status
  • Opening a bank account
  • Applying for tax-exempt status
  • Submitting tax returns

Once your nonprofit is formed with the secretary of state (Step 4), you can easily apply for an EIN for your nonprofit via the IRS online application. This is the fastest method as you’ll get your EIN as soon as you complete the application.

NOTE: If you use a nonprofit formation service, EIN assistance might already be included in the package.

Start a Business Bank Account

Step 4) Start a Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

  1. The EIN for the nonprofit
  2. A copy of the nonprofit’s bylaws
  3. A copy of the articles of incorporation

If your nonprofit has several directors or officers, some banks may also ask for proof that you are authorized to open the account on behalf of the nonprofit.

There are many great options when it comes to picking a bank. Here are the reviews of the top 5 business bank accounts we recommend.

NOTE: It is always best to call ahead. Your bank may require some additional documents.

 

Step 5) Start a Corporate Records Book (Optional)

As a nonprofit corporation, your organization will need to keep track of many important documents. This includes documents such as:

  • Your Articles of Incorporation
  • EIN
  • Tax forms
  • Nonprofit bylaws
  • Meeting minutes

We recommend starting a dedicated corporate records book early so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

How to Apply for Tax Exemptions

Once your nonprofit has received the 501(c)(3) letter of determination from the IRS, that letter will also allow your organization to be exempt from paying income tax to the state of Georgia.

 

Applying for Exemption from Federal Taxes (501c3 status)

Before your nonprofit can apply for 501(c)(3) status it must:

  1. File the Articles of Incorporation with the required provisions
  2. Adopt the bylaws and the conflict of interest policy
  3. Have an EIN number

In order to file for tax-exempt status, most organizations will need to file Form 1023 online or by mail (fee: $600).

There are two exceptions:

  1. If your organization’s annual gross receipts are below $50,000 then you may be able to file Form 1023-EZ (fee: $275). Check your eligibility here.
  2. If your organization is a religious institution or has annual gross receipts in each taxable year of no more than $5,000 you may be considered tax-exempt without filing Form 1023.  Religious institutions and organizations with gross receipts under $5,000 can still choose to file Form 1023. This would give them a determination letter that specifies that contributions to the organization are tax-deductible.

 

FAQ

When should an organization apply for federal tax exemption?
Form 1023/1023-EZ must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?
Soon after sending your application you should receive an acknowledgment of receipt of your application.

If your application is simple and complete, IRS will send your determination letter within:

  • 90 days for Form 1023-EZ
  • 180 days for Form 1023

If you have not heard from them by that time you can call 877-829-5500 to enquire about your application.

 

Applying for Exemption from State Taxes

If your nonprofit gets approved for 501(c)(3) status by the IRS, include copies of the IRS determination letter with your nonprofit’s state tax return. This will allow your organization to be exempt from income tax at the Georgia state level. 

Your organization will still be responsible for Georgia sales tax and use tax unless your organization type is on this list.

 

Protect Your Nonprofit

Get Insurance Coverage

As with any other business, there may be risks involved in running the nonprofit. Getting insurance for your nonprofit allows you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

  • General Liability Coverage
  • Directors and Officers Coverage
  • Social Service Professional Coverage

Your coverage needs will vary based on your organization and the work you do.

Properly Signing Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

  1. Official Name of your nonprofit
  2. Your Signature
  3. Your full legal name
  4. Your position in the organization

Keep Your Nonprofit Compliant

Georgia Business Licenses

Business licenses in the state of Georgia are regulated by individual counties and cities. Contact your local city hall to find the requirements for your organization in your area. 

You can also use the Small Business Administration’s Business License & Permit Lookup tool.

 

Rules for Soliciting for Donations

If you will be asking the public for donations to charity you must register with the Georgia Secretary of State prior to accepting any money using form C-100. There is a $35 fee associated with this.

Click here for the official instructions for form C-100.

Keep in mind that your charitable organization registration will need to be renewed every two years.

 

Employees

If your organization will have employees you must register with the Georgia Department of Revenue and the Georgia Department of Labor

You can file with the Georgia Department of Revenue online or contact them at:

Georgia Department of Revenue
4125 Welcome All Road
Atlanta, GA 30349

Information: (877) 423-6711 

Website: https://dor.georgia.gov/tax-registration

You can refer to the Department of Revenue page on withholding tax for additional information.

You can file with the Georgia Department of Labor online or contact them at:

Georgia Department of Labor
P.O. Box 740234
Atlanta, GA 30374-0234

Information: (404) 232-3301 

Web Site: http://www.dol.state.ga.us

You can refer to the Department of Labor's Guide to Unemployment Insurance for additional information.

 

Periodic Reports

Your organization must submit a registration report within 90 days of incorporating and then file an annual report every year due between January 1st and April 1st. 

The initial registration report and the annual report are the same forms which will ask for:

  • Control number or name of the corporation
  • Name of the person filing the annual registration
  • A valid email address
  • Name and address of the registered agent (must be a physical street address in Georgia where an individual can be located in-person for the company)
  • The mailing address of the principal office
  • Name and address of each officer (CEO, CFO, Secretary)
  • A valid major credit card including the 3-digit security code from the signature panel on the back and the expiration date (MC, VISA, AMEX and Discover Cards) to pay the $30 fee.

You will be able to find all the instructions and the form here.

 

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

  • Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)
  • All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.
  • Application of exemption and all supporting documents such as Form 1023
  • The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public

  • Portions of schedule B of Form 990/990-EZ that identify the contributors. ( You only need to disclose the amount contributed and the nature of the contributions)
  • Any unfavorable rulings such as an earlier denial of tax-exempt status.
  • Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

FAQ:

How long do I have to produce these documents if requested? 
Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Do I need to provide copies of the documents? 
If someone asks for copies in person or in writing you must provide them with copies.

Can I charge for copies? 
You can charge a reasonable amount for making copies of the documents requested.

NOTE: It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests. 

 

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the annual gross receipt amounts for your organization.

"Gross receipt" is defined by the IRS as “the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses”

  • For gross receipts < $50,000   --- File 990-N
  • Gross receipts <$200,000 and total assets <$500,000 --- File 990- EZ
  • Gross receipts > $200,000 or Total assets > $500,00 --- File 990

For any questions you can call:

  1. (800) 829-3676 (Form related questions)
  2. (800) 829-1040 (general information)

FAQ:

When is form 990 due?
You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.

 

Unrelated Business Income

If your organization has a gross income of >$1000 from a trade or business that is not related to the stated purpose of the organization, then it must file Form 990-T to pay tax on that income.

If you expect to pay $500 or more for the year in taxes on unrelated business income, your organization must pay a quarterly estimated tax on the unrelated business income using Form 990-W.