To start a 501(c)(3) in Georgia, you form a nonprofit corporation with the Georgia Secretary of State, publish a notice of incorporation in a qualifying county newspaper, adopt bylaws and a conflict of interest policy with a board of at least three directors, obtain an Employer Identification Number from the IRS, and then apply for federal tax-exempt status using Form 1023 or Form 1023-EZ. Plan on a minimum of a few hundred dollars in filing fees and several months of processing, with the exact timeline hinging on which IRS form you qualify to file.
Pick a Name and a Registered Agent
Your nonprofit’s name has to be distinguishable from every other entity already on file with the Georgia Secretary of State, and you can check availability in the Secretary of State’s online business search before you file anything. The name must include a corporate designator such as “Corporation,” “Incorporated,” “Corp.,” or “Inc.”
Every Georgia corporation must also keep a registered agent with a physical street address in the state, whose job is to accept legal notices and official documents for the organization.1Justia Law. Georgia Code 14-2-501 – Registered Office and Registered Agent The agent can be a Georgia resident whose business office matches the registered office, or a business entity authorized to operate in the state. A P.O. box does not qualify.2Georgia Secretary of State. Filing Procedures for Forming a Georgia Corporation You can serve as your own agent if you meet those conditions, or hire a commercial service for roughly $35 to $50 a year.
Draft Articles of Incorporation the IRS Will Accept
The articles are your nonprofit’s foundational legal document. Georgia law requires them to include the corporate name, the registered office street address and county along with the agent’s name, the name and address of each incorporator, whether the corporation will have members, and a statement that the corporation is organized under the Georgia Nonprofit Corporation Code.3Justia Law. Georgia Code 14-3-202 – Articles of Incorporation
For 501(c)(3) eligibility, build two more provisions into the articles from the start. First, a purpose clause stating the organization is formed exclusively for charitable, educational, religious, or other exempt purposes recognized under Section 501(c)(3).4Internal Revenue Service. Exemption Requirements – 501(c)(3) Organizations Second, a dissolution clause directing that if the organization ever shuts down, its remaining assets go to another 501(c)(3) or to a government entity for a public purpose. Leave either out and the IRS will reject your exemption application, forcing you to amend the articles with the state and refile.
File With the State and Publish Notice
You file articles of incorporation with the Georgia Secretary of State online or by mail. The total is $105 online ($100 base fee plus a $5 service charge) or $110 by paper ($100 plus a $10 service charge).2Georgia Secretary of State. Filing Procedures for Forming a Georgia Corporation
Georgia also requires you to publish a notice of incorporation in a qualifying newspaper in the county of your registered office. Deliver the notice to the newspaper publisher no later than the next business day after filing your articles. It runs once a week for two consecutive weeks, and the statutory cost is $40.5Justia Law. Georgia Code 14-2-201.1 – Publication of Notice of Intent to File Articles of Incorporation The qualifying paper must be either the official legal organ of the county or a general circulation paper with at least 60 percent paid circulation. Most states don’t do this, so it catches a lot of first-time incorporators.
Recruit a Board and Adopt Bylaws
Georgia nonprofits formed on or after July 1, 2023, that do not have members must have at least three directors. Nonprofits with a membership structure need at least one.6Justia Law. Georgia Code 14-3-803 – Number of Directors Most new 501(c)(3)s operate without members, so line up three board members before your organizational meeting.
At that meeting the board adopts bylaws, your internal operating rules covering how often the board meets, how directors are elected or removed, which officer positions exist, and how votes are conducted. The IRS reviews your bylaws with your exemption application, so they need to be consistent with the purpose and dissolution language in your articles.
The IRS also expects your organization to adopt a conflict of interest policy requiring anyone with a financial interest in a board decision to disclose it and to abstain from voting on the matter.7Internal Revenue Service. Form 1023 – Purpose of Conflict of Interest Policy Skipping this is one of the most common reasons applications get delayed, because the IRS will send the paperwork back asking for one.
Get an EIN, but Time It Right
Before applying for tax-exempt status, get an Employer Identification Number from the IRS. Every nonprofit needs one regardless of whether it has employees.8Internal Revenue Service. Employer Identification Number You’ll use it to open a bank account, file returns, and submit the exemption application. Apply online at irs.gov and you receive it immediately.
Don’t apply until your articles have been filed with the state. The IRS treats the EIN application as the starting point for your organization’s filing obligations, and the three-year clock for automatic revocation of exempt status begins running from the date you receive your EIN.9Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization Get the EIN and then take two years to file your exemption application, and you’ve already burned through most of that window.
Apply for Federal 501(c)(3) Status
The IRS offers two application forms, both filed electronically through Pay.gov: Form 1023 (the full application) and Form 1023-EZ (the streamlined version for smaller organizations).10Internal Revenue Service. Instructions for Form 1023
Do You Qualify for Form 1023-EZ?
Your organization can use Form 1023-EZ if it projects annual gross receipts of $50,000 or less for each of the next three years and holds total assets under $250,000.11Internal Revenue Service. Instructions for Form 1023-EZ Complete the eligibility worksheet in the form’s instructions to confirm you qualify. Certain organizations are excluded regardless of size, including schools, hospitals, and organizations that maintain donor-advised funds. Those groups must file the full Form 1023.
Form 1023 for Larger or Complex Organizations
Form 1023 is more detailed. You describe your activities, provide financial projections or actuals, and attach your articles of incorporation, bylaws, and conflict of interest policy. If your organization has been operating for a while before applying, include actual financial statements. The IRS uses all of it to decide whether your activities genuinely serve a charitable purpose.
Fees and How Long It Takes
The user fee is $600 for Form 1023 and $275 for Form 1023-EZ, both paid through Pay.gov on submission.12Internal Revenue Service. Form 1023 and 1023-EZ – Amount of User Fee Form 1023-EZ applications typically take two to three months. Full Form 1023 applications often take six months or longer, and follow-up questions from the IRS can extend that further. Approval comes as a determination letter confirming your 501(c)(3) status.
Public Charity or Private Foundation
Every 501(c)(3) is classified as either a public charity or a private foundation, and the distinction matters more than most founders realize. Private foundations face significantly stricter rules, including excise taxes on investment income, prohibitions on transactions between the foundation and its insiders, and mandatory annual distribution requirements. Most new nonprofits want public charity status.
The test is whether your organization receives broad public support. Generally, if at least a third of your total support comes from the public through donations, grants, or program revenue, you qualify as a public charity. Organizations that rely primarily on investment income or funding from a small number of donors will likely be classified as private foundations. Your Form 1023 or 1023-EZ asks you to identify which public charity category you fall under, and the IRS evaluates whether your funding sources match. If you initially qualify as a public charity but later fall below the public support threshold, the IRS can reclassify the organization, bringing new compliance obligations and tax penalties with it.
Handle Georgia State Tax
Federal 501(c)(3) status does not automatically take care of your Georgia tax obligations. For state income tax, Georgia no longer requires a separate application. You attach a copy of your IRS determination letter, articles of incorporation, and bylaws to the initial exempt organization tax return you file with the state.13Georgia Department of Revenue. Tax Exempt Organizations (Income Tax) – FAQ Keep copies of all formation documents on hand, because the Department of Revenue can request them.
Georgia does not provide a blanket sales tax exemption for 501(c)(3) organizations. If your nonprofit sells taxable goods or services, you generally need to register as a dealer with the Georgia Department of Revenue and collect sales tax on those transactions. Narrow exemptions exist for specific purchases or organizations, but most new nonprofits should assume they’ll be collecting and remitting sales tax on retail sales.
Keep Your Federal Exemption Alive
Every 501(c)(3) must file an annual information return with the IRS. The form depends on your organization’s size:14Internal Revenue Service. Form 990 Series – Which Forms Do Exempt Organizations File
- Form 990-N (e-Postcard), a brief electronic filing, for organizations with gross receipts of $50,000 or less.15Internal Revenue Service. Annual Electronic Filing Requirement for Small Exempt Organizations – Form 990-N
- Form 990-EZ for organizations with gross receipts under $200,000 and total assets under $500,000.
- Form 990 for organizations with gross receipts of $200,000 or more, or total assets of $500,000 or more.
Miss this filing for three consecutive years and the IRS automatically revokes your tax-exempt status. There is no appeal and no grace period. The only way back is to reapply for exemption from scratch, paying the user fee again and waiting months for a new determination.16Internal Revenue Service. Automatic Revocation of Exemption Small organizations run into this most often, especially when a founder steps back and no one picks up the filing responsibility.
File a Georgia Annual Registration
Every Georgia nonprofit must file an annual registration with the Secretary of State listing its principal officers, registered agent, and office address. The initial registration is due within 90 days of filing your articles, except for organizations that incorporate after October 1, which file between January 1 and April 1 of the following year.17Justia Law. Georgia Code 14-3-1622 – Annual Registration of Corporation After that, subsequent registrations are due between January 1 and April 1 of each year. The base fee is $30 for nonprofit corporations, plus a service charge.2Georgia Secretary of State. Filing Procedures for Forming a Georgia Corporation
Register to Solicit Donations in Georgia
If your nonprofit solicits donations from people in Georgia, you likely need to register as a charitable organization with the Secretary of State’s Charities Division. The initial registration fee is $35, and registrations last 24 months from the approval date. At the end of that period you file a renewal application with two years of financial reporting and a $20 renewal fee.18Georgia Secretary of State. How-To Guide – Charities
Georgia exempts some organizations from this requirement. Most notably, a charitable organization that does not use a paid solicitor and received less than $25,000 in total contributions in both the current and preceding calendar year does not need to register.19Georgia Secretary of State. Georgia Code 43-17-9 – Exemptions Even if you qualify today, plan to register once your fundraising crosses that threshold.