To form a corporation in Georgia that exists for charitable, educational, religious, humanitarian, or other nonprofit purposes, there are certain steps to follow. We’ll walk you through them and explain how to apply for tax-exempt status.
Steps to Form a Georgia Nonprofit Corporation
Select initial directors
Georgia law requires that you name one initial director, but if you want to apply for an IRS tax-exemption, it is a good idea to select at least three. These directors must be at least 18, but there are no membership or residency requirements.
Choose a name
Pick a name that signals the purpose of your Georgia nonprofit corporation. Check with the Georgia Secretary of State Corporate Division’s business name database name to see if that name is available. The name needs to include either “corporation,” “company,” “limited,” “incorporated,” “Corp,” “Co,” “Ltd,” or “Inc.”
Once you find an appropriate name for your Georgia nonprofit corporation, you want to make sure nobody else takes it. You can do this with the state of Georgia, and the name will be reserved for 30 days. Or, you can use ZenBusiness’s name reservation service to protect your choice until you’re ready to incorporate. You may also want a domain name (website address) for your Georgia nonprofit corporation. ZenBusiness’s domain name service can help you get the ideal domain name.
Choose a Georgia registered agent
Your Georgia nonprofit corporation will need a registered agent. This is an individual or a business that will accept important papers and other legal documents on behalf of your nonprofit. Your registered agent must have a physical address in Georgia and be available during regular business hours.
ZenBusiness offers a registered agent service. Our registered agent partners will accept these documents on your behalf and then upload them to your ZenBusiness dashboard.
File Articles of Incorporation with Georgia
You’ll need to file nonprofit Articles of Incorporation with the Georgia Secretary of State. These articles will include the name of your Georgia nonprofit corporation, the addresses and names of your registered agent and your incorporators, whether you plan to have members, and your Georgia nonprofit corporation’s mailing address. You can file online, in person, or by mail.
Foreign (out-of-state) entities must first apply for a Certificate of Authority to transact business in Georgia.
Georgia does not provide any Articles of Incorporation forms, but it does provide guidelines that you can use.
You can file your Articles of Incorporation on the Secretary of State’s website. If you plan to file them by mail, you’ll need to include a transmittal form.
Publish a Notice of Incorporation
Georgia law requires that you publish a Notice of Incorporation in the nearest newspaper to your physical office on the next business day after you submit your Articles of Incorporation for a Georgia nonprofit corporation. You must choose a newspaper that is the official legal publication of the county where you’re registered, or in a newspaper with a minimum of 60% paid subscriptions. This notice of intent along with a fee needs to be sent directly to the publisher.
The template is:
Please publish once a week for two consecutive weeks a notice in the following form:
Notice is given that articles of incorporation that will incorporate (Name of Corporation) have been delivered to the Secretary of State for filing in accordance with the Georgia Business Corporation Code (or 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 Registered Agent). Enclosed is (check, draft or money order) in the amount of $40.00 in payment of the cost of publishing this notice.
Sincerely, (Authorized signature)
File initial annual registration within 90 days of filing
Every Georgia nonprofit corporation needs to file an initial annual registration with the Secretary of State within 90 days of filing Articles of Incorporation. After the initial registration, you’ll need to file your annual registration between January 1 and April 30 of the following year.
Create corporate bylaws for your Georgia nonprofit corporation
Your bylaws will outline how you’ll run your Georgia nonprofit corporation. Important issues like the appointment or the replacement of directors and officers, voting procedures, and how to deal with conflicts of interest are a few of the things your bylaws should cover.
Hold initial meeting for the board of directors
This will be one of the most important meetings that your Georgia nonprofit corporation will hold. During this meeting you’ll approve the bylaws, appoint the nonprofit’s officers, and select a bank for financial matters. Your board must meet at least once a year.
Set up a corporate records binder or other means of keeping records
Record minutes of every meeting. Place the minutes of these meetings, along with other important documents, in a binder or on the cloud where they can be easily accessed.
Get tax ID numbers
Apply for your Federal Employer Identification Number (EIN). This will allow you to open a bank account, hire workers, and file taxes. ZenBusiness can help you do this with its EIN service.
Your next step is to apply for your Georgia state tax identification number from the Georgia Department of Revenue.
Apply for licenses and permits
You’ll need to apply for various state and local licenses for your Georgia nonprofit corporation. For instance, you’ll need a different permit to run a bingo game than to run a raffle.
Keeping track of all these different licenses and permits can be confusing. Check out ZenBusiness’s business license report service. The service will indicate what kind of licenses or permits you’ll need, based on your location, from all levels of government.
Apply for tax-exempt status
Obtaining federal tax-exempt status, usually under a 501(3)(c), for your Georgia nonprofit corporation is extremely important. You can raise funds, apply for grants, and issue tax receipts for donations or gifts. It also exempts you from federal income taxes.
It’s important you check with the IRS website to understand the specific terms you’ll need to use and what information you must provide when applying for tax-exempt status for your nonprofit corporation.
Once you obtain federal tax-exempt status, you’ll be automatically exempt from Georgia corporation taxes. Just attach your Articles of Incorporation and the letter from the IRS granting tax-exempt status to your Georgia tax returns. You can apply for income tax exemption by filing out this form.
This does not exempt you, however, from Georgia state sales tax. The state imposes sales tax on most Georgia nonprofit corporations.
Register as a charity with the state
If you want to raise funds or accept donations for your Georgia nonprofit corporation, you’ll need to register as a charity with the Georgia Professional Licensing Boards and Securities Division.
Most businesses with three or more employees (paid or or unpaid) require workers’ compensation at the very least, and liability insurance is wise. The kind of insurance you’ll need depends on the kind of Georgia nonprofit corporation you’re running. Your best bet is to talk to a licensed insurance agent.
Open a bank account for your Georgia nonprofit corporation
You’ll likely need a copy of your Articles of Incorporation, your EIN, and a copy of your Georgia nonprofit corporation’s bylaws to open an account.
Looking/Ready to Kick Start Your Business?
At ZenBusiness, we are proud to support small businesses through a variety of different tools and services. Whether you need a registered agent service, want to reserve a business name, or looking to register a domain, our goal is to help you stay on the road to success. Check out our services, and contact us today to see how we can help you grow your company.
Georgia Nonprofit Corporation FAQs
Can the founder of a Georgia nonprofit receive a salary?
Yes. Both state law and the IRS allow the founder of a Georgia nonprofit corporation to receive a reasonable salary if they operate as an employee and register as such with the business and IRS.
How much does it cost to start a nonprofit corporation in Georgia?
Your starting costs will be $100 for the Articles of Incorporation and $40 for the publication notice fee. There are also additional costs for licenses and permits, but those are dependent upon what you need for your specific nonprofit.
What happens if a Georgia nonprofit makes money?
If a Georgia nonprofit makes money in pursuit of its mission, those funds are not considered income and are nontaxable. These funds can be used to improve the nonprofit.
What kinds of Georgia businesses can be a nonprofit?
Georgia nonprofit corporations fall into several categories including educational, scientific, charitable, veterans, healthcare, and religious. Can nonprofits sell products? Georgia nonprofit corporations can sell products and services to raise money to accomplish their goals, but they need to pay sales tax on any goods or services sold by the organization.
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