FAQ · Straight answers to the questions Georgia Nonprofit owners ask most.
Georgia Nonprofit Corporation FAQ
Common questions about forming and running a Georgia nonprofit corporation — from the difference between incorporating and getting tax-exempt status, to the newspaper publication requirement, board size, annual filings, and what it takes to keep the organization in good standing. If you're planning a Georgia nonprofit, start here.
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State agency: Georgia Secretary of State, Corporations Division
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Georgia Nonprofit
Formation Basics
How do I start a nonprofit in Georgia?
You incorporate by filing Articles of Incorporation for a nonprofit corporation with the Georgia Secretary of State's Corporations Division through the eCorp portal. Before that, you assemble a board of directors and write a clear purpose statement; after that, you publish a notice of intent to incorporate in a county newspaper, adopt bylaws, get an EIN, and — if you want tax-deductible donations — apply to the IRS for 501(c)(3) recognition. The state filing creates the entity; the federal application makes it tax-exempt.
What's the difference between a nonprofit and a 501(c)(3)?
A nonprofit corporation is a state-law legal structure. A 501(c)(3) is a federal tax status granted by the IRS. Every 501(c)(3) is a nonprofit, but not every nonprofit is a 501(c)(3). You incorporate at the state level first, then apply to the IRS for exemption. Only the federal recognition makes donations tax-deductible and exempts the organization from federal income tax.
Can one person start a Georgia nonprofit?
Legally, Georgia allows a nonprofit to be formed with a single incorporator and permits as few as one director. But if you want 501(c)(3) status, plan on recruiting at least three unrelated directors. The IRS scrutinizes organizations controlled by one person or one family, because a genuine public charity is supposed to be governed by an independent board, not run as a personal project.
Does the founder own the nonprofit?
No. Nonprofit corporations have no owners and no shares. The founder may serve on the board and even lead it, but the organization belongs to its mission, and its assets are held in trust for that purpose. Nobody can sell it, cash it out, or take its surplus as profit.
The Georgia-Specific Requirements
Why do I have to publish something in a newspaper?
Georgia is one of the few states that still requires a notice of intent to incorporate to be published in the legal organ — the officially designated newspaper — of the county where your registered office is located. The notice runs once a week for two consecutive weeks, and you pay the publication fee directly to the newspaper. It's a real legal step, separate from the state filing, and skipping it can create a defect in your incorporation.
What is the "annual registration"?
Georgia calls its yearly maintenance filing an annual registration, not an annual report. Every domestic and foreign nonprofit files it with the Secretary of State each year, due by April 1, to keep the entity in good standing. It confirms current information like the registered agent and principal office. Missing it puts the organization at risk of administrative dissolution.
Do I need a registered agent?
Yes. Every Georgia nonprofit — domestic or foreign — must continuously maintain a registered agent with a physical Georgia street address who is available during business hours to accept legal service and state notices. The agent can be an individual Georgia resident or a commercial service, and the agent must consent to serve.
How long does incorporation take?
Standard online filings through eCorp generally process in about a week. Georgia offers expedited tiers — same-day, two-day, and one-hour — for an additional state fee if you're on a deadline.
Governance and Operations
What are bylaws, and do I have to file them?
Bylaws are the nonprofit's internal governing rulebook — how directors are elected, how meetings run, what officers do, and how decisions get made. You do not file bylaws with the Georgia Secretary of State, but you must adopt them, and the IRS expects to see them with your exemption application. Think of them as the board's operating manual.
Who runs a Georgia nonprofit day to day?
The board of directors sets policy and holds ultimate responsibility. The board typically appoints officers — commonly a president, secretary, and treasurer — to handle day-to-day duties, and larger organizations hire an executive director and staff. Directors owe fiduciary duties of care and loyalty to the organization and its mission.
Can a Georgia nonprofit pay its staff?
Yes. A nonprofit can pay reasonable salaries to employees, including its executive director and even board members who also work for the organization, as long as the compensation is reasonable for the work performed and properly approved. What it can't do is distribute surplus as profit or pay above-market compensation that amounts to private benefit.
Can a nonprofit earn revenue?
Absolutely. Nonprofits earn money through program fees, ticket sales, memberships, grants, and donations, and they can run a surplus. The distinction is that the surplus must be reinvested in the mission rather than distributed to individuals. Certain unrelated business income can be taxable even for a 501(c)(3), which is worth discussing with a CPA if you plan significant commercial activity.
Money, Taxes, and Staying Compliant
Is a Georgia nonprofit automatically tax-exempt?
No. Incorporating as a nonprofit does not by itself exempt the organization from taxes. Federal income tax exemption comes from the IRS after you're approved as a 501(c)(3) (or another exempt category). State tax treatment generally follows once federal exemption is in place, and you may need to register for specific Georgia exemptions separately.
Do we need to register before fundraising?
Likely yes. Organizations that solicit charitable donations from the Georgia public generally must register for charitable solicitation, which is distinct from both incorporation and foreign qualification. Build this into your plans before you launch a public fundraising campaign.
What keeps a nonprofit in good standing in Georgia?
Three things, mainly: file the annual registration by April 1, maintain a current registered agent and registered office, and keep your IRS filings current (most exempt organizations file some version of the annual Form 990). Let any of these lapse and the organization can lose good standing at the state level or exemption at the federal level.
What happens if we stop operating?
You should formally dissolve rather than simply going dark. Dissolution involves board and (if applicable) member approval, settling debts, distributing remaining assets consistent with your dissolution clause and 501(c)(3) rules, and filing dissolution paperwork with the Secretary of State. Abandoning an entity without dissolving leaves it exposed to administrative action and can create problems for the directors down the road.
Frequently asked questions
Do I incorporate before or after applying for 501(c)(3)?
Before. You must have a legally existing Georgia nonprofit corporation — with the correct purpose and dissolution language in its Articles — before the IRS will grant 501(c)(3) recognition. Incorporate first, get an EIN, adopt bylaws, then file Form 1023 or 1023-EZ.
How many directors does a Georgia nonprofit need for 501(c)(3)?
Georgia permits as few as one director, but for 501(c)(3) purposes plan on at least three unrelated directors. The IRS looks for an independent governing board rather than an organization controlled by a single individual or family.
Is the annual filing called a report or a registration in Georgia?
Georgia calls it an annual registration, not an annual report. It's due April 1 each year, filed with the Secretary of State, and it keeps the corporation in good standing. Missing it risks administrative dissolution.
Do all Georgia nonprofits have members?
No. Georgia nonprofits can be formed with or without voting members, and your Articles of Incorporation state which. Many charities are governed solely by their board with no separate membership. Even where members exist, they are not owners and hold no equity.
Can we run the nonprofit from outside Georgia?
You can be governed by out-of-state directors, but you must maintain a Georgia registered agent with an in-state physical address. If your organization is actually incorporated in another state and wants to operate in Georgia, you'd register as a foreign nonprofit rather than forming a new Georgia corporation.
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Form Your Georgia Nonprofit ($199.00/yr All-In)