How to Start a Nonprofit in Georgia: A Step-by-Step Guide

Step 3: Select your incorporators and initial directors

An incorporator signs and files the articles of incorporation. A director is a member of the governing board who oversees the organization's activities. A founder can serve as both, even though they are legally distinct roles.

Georgia law sets the minimum board size at one director, but most 501(c)(3) applicants benefit from at least three unrelated directors. The IRS scrutinizes applications where a single individual holds too much control, and independent directors demonstrate the governance structure the IRS expects from a public charity.

Identify your directors before filing your articles of incorporation, as their names may appear in the articles or be needed for the organizational meeting that follows.

Step 4: Prepare and file your Georgia nonprofit articles of incorporation

Articles of incorporation are the foundational legal document that creates your nonprofit corporation. The language you include will also determine whether the IRS approves your 501(c)(3) application, so getting both sets of requirements right the first time matters.

Georgia law requires the following in your articles of incorporation:

• The nonprofit's name (including a corporate designator)
• The statement, “The corporation is organized pursuant to the Georgia Nonprofit Corporation Code.” You should use this exact sentence. 
• The registered agent's name and physical Georgia address
• The incorporator's name and address
• A statement saying whether or not the corporation will have members
• The mailing address of your nonprofit
• A signed witness statement

The state will accept your nonprofit articles if they meet the above requirements, but the IRS will not grant 501(c)(3) recognition unless your articles contain a few specific provisions.

1. Exempt purpose clause. This clause states that your organization's activities are limited to one or more purposes listed in the Internal Revenue Code Section 501(c)(3). 
2. Dissolution clause. This clause directs that, upon dissolution, remaining assets will be distributed to another 501(c)(3) or to a federal, state, or local government entity for a public purpose. 
3. Inurement clause. This states that the nonprofit’s purpose is for public benefit and is not intended to benefit or enrich any individual person.

You can file your articles online for a fee of $100, though no matter how you file, there will be a $10 service fee, effectively making the total $110. You can pay it online via the Georgia Secretary of State's Corporations Division portal. Generally speaking, the amount of time to process the paperwork is between 5–7 business days

Step 5: Publish your notice of incorporation and file the initial annual registration

Georgia law requires nonprofits to publish a notice of intent to incorporate once a week for two consecutive weeks in the official legal account of the county where the registered office is located. The notice and a publication fee payment should be forwarded directly to the newspaper no later than the next business day after filing articles of incorporation with the Secretary of State.

Publication fees vary by county, so make sure to contact your County Clerk’s office to confirm the current rate and submission process. 

Additionally, within 90 days of incorporation, Georgia nonprofits must file an initial annual registration with the Secretary of State. The fee is $50 ($40 plus a $10 fee). If you miss this 90-day window, your nonprofit falls out of compliance before it even completes formation.

Step 6: Draft your nonprofit bylaws and hold an organizational meeting

Bylaws are the internal governance rules that control how your nonprofit operates. You do not file them with the Georgia Secretary of State, but your board must adopt them at your organizational meeting and keep them in your permanent records. The IRS requires you to submit bylaws with your 501(c)(3) application, so draft them clearly and with all the required language.

Georgia nonprofit bylaws should address the following:

• Purpose and mission. Be consistent with the language in the articles of incorporation.
• Board composition. Describe the number of directors, term lengths, how vacancies are filled, and how directors are elected or appointed.
• Officer roles and responsibilities. Describe the roles and responsibilities of designated officers within the nonprofit.
• Meeting procedures. Propose the frequency, quorum requirements, and how meetings can be called.
• Notice requirements. Include the advance notice required to set a meeting.
• Voting procedures. Establish vote thresholds for major decisions.
• Conflict of interest policy. This policy should require directors and officers to disclose personal financial interests that could conflict with the organization's interests.
• Amendment procedures. Detail what steps need to be taken to amend your nonprofit bylaws.
• Dissolution procedures. These must be consistent with the dissolution clause in your articles.

The organizational meeting is the initial gathering of your directors to formally launch the organization. Directors adopt the bylaws, elect officers, authorize the EIN application, and pass any resolutions needed to open a bank account or begin operations. Keep the minutes in your permanent records.

Step 7: Obtain an employer identification number (EIN) from the IRS

An EIN is a nine-digit federal tax identification number assigned by the IRS. Your nonprofit needs one before it can apply for 501(c)(3) status, open a bank account, or hire employees. You can apply online at no cost, or use LegalZoom’s EIN filing service if you want someone to take it off your plate.

Step 8: Apply for 501(c)(3) status with the IRS

501(c)(3) status exempts your organization from federal income tax and makes donations tax-deductible. It unlocks charitable grants, government funding, and donor trust. There are two application paths, and yours is determined based on the projected size of your nonprofit.