Georgia Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Confirm distinguishability and required indicators; you may reserve a name (30 days). See “Name Availability Standards” and O.C.G.A. §14-3-401/402.
2. 2.
   Directors: Georgia board size is set in articles/bylaws. Note: corporations without members formed on/after July 1, 2023 must have three or more directors.
3. 3.
   Registered agent: You must appoint a Georgia registered agent with a physical street address (no P.O. Box). You'll list this in the Articles and on the annual registration.
4. 4.
   Publication notice plan: Georgia requires publishing a “Notice of Incorporation” in the county legal organ; send the notice and $40 to the newspaper no later than the next business day after filing. (SOS provides the exact notice text.)
5. 5.
   Purpose + IRS clauses plan: Draft a clear Georgia-compliant purpose and plan to include IRS-required 501(c)(3) clauses (organizational test, limitations/no inurement, dissolution) in your Articles.

B

Prepare the Articles of Incorporation

Build your Articles to satisfy O.C.G.A. §14-3-202 and SOS's guide. Include:

1. 1.
   Name: With required corporate indicator per §14-3-401.
2. 2.
   Registered office & agent: Street address + agent name.
3. 3.
   Incorporators: Name and address of each.
4. 4.
   Members statement: State whether the corporation will or will not have members.
5. 5.
   Principal office mailing address: If different from registered office.
6. 6.
   Nonprofit code statement: E.g., “The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.”
7. 7.
   Optional purpose(s) paragraph: You may state a specific charitable purpose, but also include the IRS clauses below.
8. 8.
   Initial directors: Optional in Articles; may be named in bylaws or organizational minutes.
9. 9.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles

1. 1.
   File online (eCorp) or by mail: Online is through eCorp; paper filings must include Articles + Transmittal Form CD 227.
2. 2.
   Fees & expedite options: Articles filing is $100, plus service charge ($105 online / $110 paper). Optional expedite: 2-business-day $120; same day $275 (by noon); 1-hour $1,200 (9am–4pm).
3. 3.
   Publication step: After filing, send the statutory “Notice of Incorporation” and $40 to the county legal organ/newspaper by the next business day. Use SOS's sample notice text.
4. 4.
   Output: SOS issues a filing acknowledgment (certificate/receipt). Keep your stamped Articles for banking, IRS, Charities Division, etc.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   Annual registration: File with SOS each year (due by April 1, file Jan 1–Apr 1). Nonprofit fee: $35 online / $40 paper; late penalty $25.
4. 4.
   Charitable registration: Register online with the SOS Securities & Charities Division before soliciting; renew as directed.
5. 5.
   Sales & use tax: Georgia generally provides no blanket exemption for nonprofits. Only specified categories qualify; eligible orgs present Form ST-5 to vendors. Review the DOR list of qualifying nonprofit exemptions.
6. 6.
   State corporate income tax: After your IRS determination, Georgia recognizes your exemption—no separate state determination letter required after 1/1/2008. File a copy of your IRS Form 990/990-EZ/990-PF with GA DOR; if you file 990-T federally, file Form 600-T with Georgia.
7. 7.
   Local licenses & banking: Obtain any city/county permits needed; open a bank account with EIN + filed Articles + bylaws.

Resources & Forms

• eCorp Online Filing: Georgia SOS eCorp Portal
• Filing Procedure Guide: SOS Filing Procedure – Corporation (with samples)
• Transmittal Form: Form CD 227 (for paper submissions)
• Name Reservation: Name Standards & Reservation (30 days)
• Annual Registration: Annual Registration How-To (due April 1)
• Charities Registration: SOS Securities & Charities Division
• Tax Exemptions: DOR Tax-Exempt Organizations (Form ST-5, Form 600-T)

Notes & Best Practices

• Include IRS clauses in your Articles—SOS explicitly flags this for nonprofits seeking 501(c)(3) status
• Don't forget publication—Georgia's newspaper notice is mandatory; calendar the “next business day” deadline and budget $40
• Members vs. no members—Georgia requires you to state this in your Articles; if no members and forming now, remember the 3-director rule
• Use the SOS's sample language as your starting point—it provides the exact structure Georgia expects
• Sales tax reality check—A 501(c)(3) letter alone usually doesn't create GA sales/use tax exemption; confirm eligibility before using Form ST-5
• Annual registration deadline is strict—due April 1 with a $25 late penalty; mark your calendar for January to file early