Nonprofit Corporation Formation Filing in Georgia
At a glance
| Governing act and filing office | Georgia Nonprofit Corporation Code, O.C.G.A. ch. 14-3; Secretary of State (§§ 14-3-201–202) |
|---|---|
| Incorporator and filing document | One or more persons deliver articles of incorporation for filing (§ 14-3-201) |
| Name and purpose | Articles state compliant corporate name; purpose is optional and may include any lawful activity (§§ 14-3-202(a)(1), (b)(1), 14-3-401(a)) |
| Member and entity-type statement | Articles must say whether corporation will have members and state organization under Chapter 14-3 (§ 14-3-202(a)(4), (6)) |
| Initial directors and selection | Initial directors’ names and addresses may be stated, but are optional (§ 14-3-202(b)(2)) |
| Registered office and agent | Articles give initial registered-office street address and county, agent name, and different principal-office mailing address if any (§§ 14-3-202(a)(2), (5), 14-3-501) |
| Signatures and agent acceptance | Named incorporator signs articles unless attorney in fact signs; articles identify agent (§ 14-3-202(a)(2), (c)) |
| Filing fee | $100 statutory articles filing fee (§ 14-3-122(1)) |
| When existence begins | Existence begins on filing unless a delayed date is specified; no later than 90 days after filing (§§ 14-3-123(b), 14-3-203(a)) |
Requirements one by one
Articles and incorporators
Section 14-3-201 allows one or more persons to act as incorporators by delivering articles to the Secretary of State. Section 14-3-202(a) requires a compliant name, the initial registered office's street address and county, the initial agent's name, each incorporator's name and address, a statement of whether the corporation will have members, the initial principal-office mailing address if different, and a statement that the corporation is organized under the Georgia Nonprofit Corporation Code. Section 14-3-401(a)(1) lists the corporate-name words or abbreviations.
Optional purpose and directors
Section 14-3-202(b)(1) permits a purpose statement, including the transaction of any lawful activity. Under § 14-3-202(b)(2), initial directors' names and addresses may be included; they are not among subsection (a)'s required entries.
Agent, signature, fee, and existence
The articles identify the initial agent at the registered office (§ 14-3-202(a)(2)); § 14-3-501 requires the corporation to maintain a Georgia registered office at the agent's address. One or more incorporators named in the articles sign unless an attorney in fact signs (§ 14-3-202(c)). The statutory filing fee is $100 (§ 14-3-122(1)). Corporate existence begins when the articles are filed unless a delayed effective date is specified (§ 14-3-203(a)); § 14-3-123(b) caps that date at 90 days after filing.
What trips people up
The membership declaration under § 14-3-202(a)(4) is mandatory even though a purpose clause and initial directors are optional under § 14-3-202(b). Section 14-3-202.1 separately applies the incorporation-notice rule in § 14-2-201.1 to nonprofit corporations and prescribes the nonprofit notice text.
Common questions
Must the articles state a charitable purpose? Section 14-3-202(b)(1) makes a purpose clause optional and permits a lawful-activity formulation. Particular organizations may have separate requirements.
Can an attorney in fact sign? Yes. Section 14-3-202(c) expressly permits that alternative to the named incorporator's signature.
Can the corporation start on a later date? Yes. Sections 14-3-203(a) and 14-3-123(b) allow a stated delayed date no later than 90 days after filing.
Statutes and sources
- O.C.G.A. § 14-3-201 — “One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-202(a) — “The articles of incorporation must set forth: (1) A corporate name for the corporation that satisfies the requirements of Code Section 14-3-401; (2) The street address and county of the corporation's initial registered office and the name of its initial registered agent at that office; (3) The name and address of each incorporator; (4) Whether or not the corporation will have members; (5) The mailing address of the initial principal office of the corporation, if different from the initial registered office; and (6) A statement that the corporation is organized pursuant to the Georgia Nonprofit Corporation Code.” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-202(b)(1)–(2) — “The articles of incorporation may set forth: (1) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; (2) The names and addresses of the individuals who are to serve as the initial directors;” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-202(c) — “One or more incorporators named in the articles must sign the articles unless the filing is being signed by an attorney in fact.” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-202.1 — “Code Section 14-2-201.1 shall apply equally to the organization of corporations under this chapter, except that the notice to the publisher of the newspaper shall be in substantially the following form:” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-203(a) — “Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-123(b) — “A document may specify a delayed effective time and date, and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-122(1) — “(1) Articles of incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100.00” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-401(a)(1), (4) — “A corporate name: (1) Must contain the word 'corporation,' 'incorporated,' 'company,' or 'limited,' or the abbreviation 'Corp.,' 'Inc.,' 'Co.,' or 'Ltd.,' or words or abbreviations of like import in a language other than English;” Georgia signed legislation. Accessed 2026-10-01.
- O.C.G.A. § 14-3-501 — “Each corporation must continuously maintain in this state: (1) A registered office with the same address as that of the registered agent; and (2) A registered agent, who may be: (A) A person who resides in this state and whose office is identical with the registered office;” Georgia signed legislation. Accessed 2026-10-01.
Source links
Every statute quoted above, linked, with the date we checked it.
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