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How to Form a nonprofit corporation In Georgia

Forming a nonprofit corporation provides liability protection for any type of business, and should be among the first steps you take as a new business owner. Starting a nonprofit corporation can help you protect your personal assets while adding legitimacy to your company. Follow our step by step guide or let us handle the paperwork on your behalf, ensuring your business is filed quickly and accurately.

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Why start your business in Georgia?

Did you know there are over 37,000 nonprofit organizations in the state of Georgia? These numbers cover a wide range of 501(c)(3) public charities, private and public foundations, and other nonprofit organizations. The presence of this many nonprofits in Georgia has a huge economic impact on the state, and the lives of the individuals that these organizations serve.

Would you like to join this thriving community and form a nonprofit corporation in Georgia? Let's get your business on the right track towards doing good with this entity.

Two Ways to Register Your Business

MyCorporation® can help you file all of the necessary documents to form your nonprofit corporation in Georgia.

File and submit the formation paperwork yourself

Our free guide provides you with all of the information you'll need to form your nonprofit corporation in Georgia. Bookmark this page as a reference so you can return easily as you complete each step of the process.

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Are you looking for another entity type? We offer several other guides for the state of Georgia.

A nonprofit corporation is a business formed with the purpose of furthering a particular social cause or advocating for a specific point of view. Rather than earning a profit, a nonprofit corporation reinvests its revenue to achieve its objective instead of distributing that income to its shareholders.

Nonprofit corporations, at their core, are a variation of a traditional C corporation formed to provide public benefit. While much of the structure and set-up process is similar between the two entities, setting up a nonprofit properly has a few additional caveats to be aware of including applying for federal and state tax exemptions.

Nonprofits are most popularly known for being tax exempt. This means they do not pay income tax on the money they receive on their income. If your business plans to operate only for scientific, research, educational, religious, or charitable reasons, a nonprofit would be your best entity fit.

The Benefits of a Non Profit Corporation

  • Protect your Personal Assets
    Starting a nonprofit corporation designates your business as a separate legal entity, preventing you from being personally responsible for any debts accrued by your business.
  • Build Credibility
    Establishing a professional identity for your nonprofit demonstrates the charitable intentions of your business to the community, providing additional credibility and trust.
  • Tax Advantages
    Non profit corporation owners can apply for tax exemption under certain circumstances, allowing more money to go towards the charitable cause your business was created for.

Compare the main entity types below

Entity Type
Liability
Taxation
Maintenance
Limited Liability Company Combines limited liability protection with a pass-through tax structure. IRS rules allow LLCs to choose between being taxed as partnership or corporation. The easiest entity to maintain with the least amount of formal annual requirements.
Corporation Owners / shareholders have limited personal liability for business related debts. Separate taxable entity, corporate profits among owners and corporation. Meetings are required to maintain corporate status. Stock may be sold to raise capital.
Non-Profit Corporation A corporation formed for a charitable, educational, religious, literary, or scientic purpose. Contributions to charitable corporation are tax-deductible. Can get tax exempt status with the IRS. Annual reports, minutes, meetings are required to maintain nonprofit / tax exempt status.
Tip: Try our free entity choice tool. Answer a few simple multiple choice questions about your business, and our tool can recommend the entity type that best fits the needs of your business.

Now that you have decided to start a nonprofit, you need to determine the charitable mission and purpose for the business. In order to comply with IRS regulations, it's important that your business is organized for an exempt purpose. Your business may not engage in political activities and must not overcompensate its members.

The next step will be to decide on a name for your business. Choose a name that is memorable and unique, easy to understand and pronounce, and accurately represents your nonprofit organization. You'll want to search your name choices online to quickly find out if they are already taken. It's also best to jot down one or two alternatives, in case the name you settle on is not available for registration in Georgia.

The Georgia Secretary of State offers nonprofit corporations the ability to reserve their business name, if the name is not currently in use. You can find out whether a name is available by conducting a business name search through the Georgia Corporations Division. If the business name is free, you may fill out an application and pay a $25 filing fee to reserve the name for 30 days.

You can learn more about Georgia business name registration rules and regulations through the Georgia Corporations Division within the Georgia Secretary of State.

Tip: A business name check is included with every one of our business formation packages. We check with the state to determine the availability of your business name automatically. You can also conduct a nationwide business name search here.

Most states require that you designate a registered agent for your business, and Georgia is no exception. A registered agent (often abbreviated as RA) acts as the state's means to communicate with a business. An RA is responsible for receiving legal and official documents related to the business. This may be an individual or third party service that agrees to accept legal papers on the corporation's behalf. A corporation may not act as its own registered agent for service of process.

In the state of Georgia, it is required that each entity continuously maintains a registered agent and registered office. The registered agent can be anyone you wish, but whoever you choose must have a physical address in Georgia. In other words, a P.O. Box is not allowed as a registered agent address. This means a member of the nonprofit corporation can act as the registered agent if desired, or a third-party registered agent service like MyCorporation can be used.

Registered agent information is publicly available. This may cause privacy concerns for business owners who do not wish to list their personal contact information for everyone to see. It is also common for the registered agent to become a target of spam or robocalls since this private information is relatively easy to obtain. Registered agents are highly valued for their discretion. For example, if you did not have a registered agent and your business was served with lawsuit paperwork the documents would be delivered directly to your business address. This could be incredibly embarrassing for the business owner, especially if this happened in front of customers. An RA will accept the documents privately to ensure additional privacy, organize the materials, and then deliver them to the business owner. This is why many business owners opt for a third-party registered agent service like MyCorporation to act as a registered agent on behalf of their business.

Another issue that may arise is that in the case of a lawsuit, these documents would be hand delivered directly to the registered agent. In the case that you used your business location for this purpose, this could occur in front of your customers. This is why many business owners opt for a third-party registered agent service such as MyCorporation to act as a registered agent on behalf of their business.

Tip: Our Deluxe and Premium formation packages include a full year of registered agent services for your business. We also offer standalone registered agent services which you can add to your business later.

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In the state of Georgia, the process for filing Articles of Incorporation is the same for nonprofit corporations as it is for profit corporations. The exact same information is required in applications and the same filing fees apply.

Each Articles of Incorporation prepared for the Georgia nonprofit corporation must contain the following information:

  1. The name of the corporation.
  2. Number of shares the corporation is authorized to issue.
  3. The registered agent's legal name, street address, and county.
  4. Legal name and address of each incorporator.
  5. Mailing address of the corporation's principal office (if different from the registered office).

The filing fee to file the articles by mail is $100 and $110 for hand delivery (the additional $10 covers the paper filing service charge). Checks or money orders must be made out to the Secretary of State.

What information should be included in the Articles of Incorporation?

As noted above, information required in the Articles of Incorporation covers basic information as it pertains to the Georgia Nonprofit Corporation. Please remember to have an incorporator within the corporation sign and date the articles of incorporation.

Bylaws are the detailed set of rules agreed upon and adopted by the board of directors of the nonprofit. Think of these as an instruction manual to run the business. They include rules and procedures related to meetings you will hold, and notes on the ways you will elect officers and directors of the business.

While a nonprofit corporation is not legally required to create bylaws in Georgia, it is highly recommended. Bylaws help maintain consistency in the way your business operates, as well as communicate organizational rules that help avoid conflicts and disputes. Bylaws are for your records only and are not submitted to the state.

If you are not sure how to create corporate bylaws, you can purchase MyCorporation's customized Minutes and Bylaws package. Inside our package you will find internal documents required to fulfill your corporate formalities and properly operate your business after it has been incorporated.

The first board meeting for your business is often referred to as the organizational meeting of the board. During this meeting, the initial directors of the business will adopt the corporate bylaws, set the fiscal year, and appoint corporate officers.

This meeting and all future meetings of the board of directors must be recorded in corporate minutes. Minutes are documents that detail what was discussed and any decisions the business makes during meetings. They are kept with the corporate records.

Corporate minutes are required for all Georgia nonprofit corporations. Falling behind on this critical task can cause your business to fall out of good standing, and even jeopardize its tax-exempt status. It is important to maintain a corporate minute book. Inside you may keep originals or copies of all the signed and approved minutes or Actions by Unanimous Consent from any special or annual meetings of the corporation's shareholders and directors.

An EIN (also referred to as a Federal Tax ID) is a nine-digit number that is issued by the IRS and used to uniquely identify your business for tax purposes. Think of it as a Social Security Number (SSN) for your business, except an EIN is less sensitive. Like an SSN, an EIN allows you to:

  • Open business checking, savings, or investment accounts
  • File taxes for the business
  • Complete payroll for employees if applicable
  • Obtain lines of credit and credit cards, and build credit for your business
  • Apply for applicable business licenses when required
  • File for tax exempt status

You will only need a few pieces of information to file, including your mailing address and legal business name. You can apply online with the IRS by downloading IRS Form SS-4, or work alongside a third party organization like MyCorporation to complete an EIN application.

Tip: If a Georgia nonprofit corporation pays more than $100 in wages to employees each calendar quarter, you'll need to obtain a State Employer Identification Number, or SEIN. In order to do this, you will need to register with the Georgia Employment Development Department (EDD).

Your nonprofit corporation is not automatically tax exempt. In order to become tax exempt, you will need to take certain steps to obtain this status. First, you will need to file for exempt status with the Internal Revenue Service using either Form 1023 or Form 1024, depending on the classification of your organization. In some cases, you may be eligible to file Form 1023-EZ, a streamlined version of the application for recognition of tax exemption. You can avoid a $25 fee if you file for federal tax exemption before filing with the state.

Even if you have obtained federal exemption for your organization, you still need to submit an Exempt Application form (FTB 3500) to the Franchise Tax Board to obtain state level exemption. Although most of Georgia's laws dealing with tax exemption are like those found in the Internal Revenue Code, obtaining state exemption is a separate process from obtaining federal exemption.

You can learn more about the process directly from Publication 557 from the IRS.

The business licenses and/or permits your Georgia LLC obtains will ultimately be determined by its location (including city and/or county) and industry. You will need to obtain a federal tax ID known as an EIN, which we will discuss more about momentarily. The Georgia Secretary of State has a professional licensing page where small business owners may conduct a search for an individual licensee or a facility license. It is recommended that you conduct a search for existing data records before adding new information in order to avoid adding in potentially duplicate data to their system. Then, you may submit an application for a new business license. This page may also be used to renew an existing license or for a charity renewal.

In a pinch, you may also use MyCorporation's business license compliance package. Our skilled professionals will do the work for you. We identify all licenses required by your business and provide you with the information you need in order to file.

nonprofit corporation Formation Packages

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BASICS
$99
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  • Name Availability Search
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STANDARD
$124
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  • Name Availability Search
  • Annual Report service
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DELUXE
$224
  • Articles of
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  • Annual Report service
  • Registered Agent services
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Frequently asked questions

According to the Georgia Secretary of State, standard processing may take up to 12 days to form a nonprofit corporation. Check in with the Secretary of State for further updates on document processing timelines.

In order to keep your nonprofit in good standing, there are reoccurring requirements that must be met.

  • All nonprofits must file a Statement of Information with the Secretary of State every two years.
  • All nonprofits must hold an annual meeting of the directors logged in their corporate minutes.
  • All nonprofits (except schools, hospitals, and religious organizations) need to file the annual registration renewal fee report. The fee for the report may vary, so check in with the Georgia Secretary of State for further guidelines.

In order to form a corporation in Georgia, you will be required to pay various fees and taxes. The breakdown of the required fees is as follows:

  • Articles of Organization Filing Fee (online) - $100
  • Annual Registration Filing Fee (Nonprofit Corporation) - $50
  • Name Reservation (30-Day) - $25

In total, expect to set aside at least $155 to form a nonprofit corporation in Georgia. Tax exempt status information requires no charge.

Nonprofit corporations organized in other states can foreign qualify to conduct business in Georgia. These entities must file with the Corporations Division in Georgia.