Nonprofit Articles of Incorporation and Charitable Registration — Georgia

Nonprofit Articles of Incorporation and Charitable Registration (GEORGIA)

Quick-Reference Summary

Part A — Articles of Incorporation

Article I — Name

The name of the Corporation is:

[________________________________________]

The name contains the word or abbreviation "Corporation," "Incorporated," "Company," "Limited," "Corp.," "Inc.," "Co.," or "Ltd." (or a word/abbreviation of like import in another language), as required by O.C.G.A. § 14-3-401.

Article II — Type of Corporation

The Corporation is a domestic nonprofit corporation organized under the Georgia Nonprofit Corporation Code, O.C.G.A. § 14-3-101 et seq.

Article III — Duration

The duration of the Corporation shall be perpetual.

Article IV — Purpose

The Corporation is organized and operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding section of any future federal tax code), including for such purposes the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3).

The specific purposes for which the Corporation is organized include:

[________________________________________]
[________________________________________]
[________________________________________]

Article V — Powers and Limitations

5.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV.

5.2 Lobbying. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by IRC § 501(h).

5.3 Political Campaign Activity. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

5.4 General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC § 170(c)(2).

Article VI — Membership

☐ The Corporation shall have members as defined in the bylaws.

☐ The Corporation shall not have members. The rights of members shall be exercised by the Board of Directors.

Article VII — Directors

7.1 Initial Directors. The number of initial directors of the Corporation is [____] (not fewer than one, per O.C.G.A. § 14-3-803), and their names and addresses are:

7.2 Subsequent Directors. The number, qualifications, manner of election, term, and removal of directors shall be as set forth in the bylaws.

Article VIII — Registered Agent and Office

Registered Agent (Georgia resident or authorized Georgia entity):

Name: [________________________________________]

Registered Office in Georgia (Georgia street address; same as agent's business address):

Street: [________________________________________]

City: [____________________] State: GA ZIP: [_______]

County: [____________________]

Article IX — Principal Office

The mailing address of the initial principal office of the Corporation is:

Street: [________________________________________]

City: [____________________] State: [____] ZIP: [_______]

Article X — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by O.C.G.A. § 14-3-851 et seq., as the same may be amended from time to time, and as further provided in the bylaws.

Article XI — Dissolution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, religious, educational, or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future federal tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.

Article XII — Incorporator(s)

The name(s) and address(es) of the incorporator(s) is/are:

Signature Block

I/We, the undersigned incorporator(s), hereby execute these Articles of Incorporation pursuant to O.C.G.A. § 14-3-202 of the Georgia Nonprofit Corporation Code, and certify that the statements contained herein are true.

Dated this [____] day of [____________________], [______].

Incorporator #1 Signature: ___________________________________________

Printed Name and Title (if signing for an entity): [________________________________________]

Incorporator #2 Signature: ___________________________________________

Printed Name and Title (if signing for an entity): [________________________________________]

Part B — Filing Instructions

B.1 File Articles of Incorporation with the Secretary of State

Filing agency:

Georgia Secretary of State
Corporations Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, GA 30334
Phone: (404) 656-2817
Web: https://sos.ga.gov/corporations | Online: https://ecorp.sos.ga.gov

Filing method:

For mail filings, include:

• Original Articles of Incorporation (white 8 1/2 x 11 paper)
• Completed Transmittal Information Form CD 227
• Check or money order for $110 payable to "Secretary of State"

B.2 Publication Requirement (Georgia-specific)

Within one business day after filing the Articles of Incorporation, the incorporator must arrange to publish a Notice of Incorporation in a newspaper of general circulation in the county where the registered office is located, once a week for two consecutive weeks. The publication fee is approximately $40 (paid directly to the newspaper).

Sample Notice of Incorporation:

Notice is given that Articles of Incorporation that will incorporate [Corporation Name] have been delivered to the Secretary of State for filing in accordance with the Georgia Nonprofit Corporation Code. The initial registered office of the corporation is located at [Street Address, City, GA ZIP], and its initial registered agent at such address is [Registered Agent Name].

B.3 Initial Annual Registration

Within 90 days of incorporation, file the initial Annual Registration listing three principal officers.

B.4 Post-Formation Filings (Georgia)

Part C — Charitable Solicitation Registration

C.1 Cover Letter Template

[Date]

Georgia Secretary of State
Securities and Charities Division
2 Martin Luther King Jr. Dr. SE
Suite 313 West Tower
Atlanta, GA 30334
Email: [email protected]

Re: Initial Charity Registration — [Organization Legal Name] — EIN [__-_______]

Dear Securities and Charities Division:

Enclosed please find the initial charity registration filing for [Organization Legal Name], an organization that intends to solicit charitable contributions in Georgia. The following materials are included:

☐ Form C-100, Initial Charity Registration Application
☐ Most recent financial statements (IRS Form 990, 990-EZ, or 990-N)
☐ Copy of IRS Determination Letter (or IRS Form 1023/1024 if pending)
☐ Copy of Articles of Incorporation and Bylaws
☐ List of all Officers, Directors, and Trustees with addresses
☐ Copies of contracts with paid solicitors or fundraising counsel (if any)
☐ Check for $35.00 payable to "Georgia Secretary of State"

Please direct any correspondence to the undersigned.

Sincerely,

___________________________________________
[Authorized Officer Name and Title]
[Phone] [Email]

C.2 Required Initial Registration Form

Form C-100 — Initial/Reinstatement Charity Registration Application

Available at https://sos.ga.gov (search "C-100"). The form requests:

• Organization legal name, mailing address, EIN
• Names and addresses of all officers, directors, and key employees
• Description of charitable purposes and programs
• Financial information for prior fiscal year
• Disclosure of any prior enforcement actions, suspensions, or revocations
• Details on professional fundraisers and/or paid solicitors (if any)
• Notarized execution page

C.3 Fee Schedule

Make all checks payable to: "Georgia Secretary of State"

C.4 Required Attachments (Initial Registration)

☐ Form C-100 (notarized execution page)
☐ Filing fee of $35.00 (check payable to "Georgia Secretary of State")
☐ IRS Determination Letter (or IRS Form 1023/1024 if pending)
☐ Most recent IRS Form 990, 990-EZ, or 990-N filing
☐ Articles of Incorporation and all amendments
☐ Bylaws
☐ List of Officers, Directors, and Trustees (names, addresses, titles)
☐ Audited financial statements (if contributions ≥ $1,000,000) or CPA review (if $500,000–$999,999)
☐ Copies of contracts with paid solicitors and fundraising counsel
☐ Sample fundraising materials (if requested)

C.5 Annual Renewal and Financial Reporting

C.6 Exemption Categories

To claim an exemption, email the following to [email protected]: organization name, physical and mailing address, phone, contact person, email, and the rule under which exemption is claimed.

Common exemption categories under O.C.G.A. § 43-17-9:

☐ Educational institutions and organizations operated, supervised, or controlled by them, if 501(c)-exempt
☐ Business, professional, and trade associations and federations that do not solicit members or funds from the general public
☐ Fraternal, civic, benevolent, patriotic, and social organizations when solicitation is conducted by uncompensated persons and confined to membership
☐ Appeals for named individuals if 100% of proceeds go to the named beneficiary (written accounting required if > $5,000)
☐ Small charitable organizations with no paid solicitor agreement and total revenue under $25,000 for both the prior and current calendar years
☐ Hunters, fishermen, target shooters organizations recognized under § 501(c)(3) or § 501(c)(4)
☐ Volunteer fire departments and rescue services operating with city/county government and < $25,000 in revenue
☐ Religious organizations (defined per O.C.G.A. § 43-17-2)
☐ Political parties, candidates, and PACs required to file with federal/state election commissions
☐ National charitable organizations with a registered Georgia affiliate (national org need not register separately)

Part D — Pre-Filing Checklist

Articles of Incorporation (Secretary of State)

☐ Conducted name search on Georgia Secretary of State business database (ecorp.sos.ga.gov)
☐ Confirmed corporate ending (Corp., Inc., Co., Ltd., or similar) per O.C.G.A. § 14-3-401
☐ Drafted purpose clause with IRS-required 501(c)(3) language
☐ Identified initial Board of Directors (minimum 1; IRS recommends 3 independent)
☐ Identified Registered Agent and Georgia Registered Office
☐ Drafted IRS-required dissolution clause
☐ Completed Transmittal Information Form CD 227
☐ Articles of Incorporation prepared on white 8 1/2 x 11 paper
☐ Check for $110 (mail) or paying $105 (online) payable to "Secretary of State"
☐ Plan in place to publish Notice of Incorporation within one business day (~$40 newspaper fee)

Initial Annual Registration

☐ Calendared 90-day deadline from incorporation
☐ Will file online at https://ecorp.sos.ga.gov/ARForm
☐ Identified three principal officers
☐ Budgeted $30 nonprofit AR fee

Charitable Solicitation Registration (Charities Division)

☐ Obtained file-stamped Articles of Incorporation from Secretary of State
☐ Drafted and adopted Bylaws
☐ Obtained EIN from IRS (Form SS-4)
☐ Filed IRS Form 1023 (or 1023-EZ); have Determination Letter or pending receipt
☐ Completed and notarized Form C-100
☐ List of Officers/Directors/Trustees
☐ Most recent IRS Form 990 series filing (if applicable)
☐ Audit/review per threshold (if applicable)
☐ Check for $35 payable to "Georgia Secretary of State"
☐ Mailed to: Georgia Secretary of State, Securities and Charities Division

Post-Registration Compliance Calendar

☐ Calendar Annual Registration with Secretary of State (Jan 1 – Apr 1 each year)
☐ Calendar charity registration renewal (every 24 months)
☐ Calendar IRS Form 990/990-EZ/990-N (15th day of 5th month after FY end)
☐ Maintain corporate records and board meeting minutes
☐ Renew paid solicitor / fundraising counsel registrations

Sources and References

• Georgia Secretary of State — Corporations Division: https://sos.ga.gov/corporations
• Georgia Secretary of State — Filing Procedures (Corporation): https://georgia.gov/document/document/filing-procedure-corporationpdf/download
• Georgia Nonprofit Corporation Code (O.C.G.A. § 14-3): https://law.justia.com/codes/georgia/title-14/chapter-3/
• O.C.G.A. § 14-3-122 (Filing Fees): https://law.justia.com/codes/georgia/title-14/chapter-3/article-1/part-2/section-14-3-122/
• O.C.G.A. § 14-3-202 (Articles of Incorporation Requirements): https://law.justia.com/codes/georgia/title-14/chapter-3/
• O.C.G.A. § 14-3-401 (Corporate Name): https://law.justia.com/codes/georgia/2018/title-14/chapter-3/article-4/section-14-3-401/
• Georgia Secretary of State — Charities Division (How-To Guide): https://sos.ga.gov/how-to-guide/how-guide-charities
• Form C-100 (Initial/Reinstatement Charity Registration): https://sos.ga.gov/sites/default/files/2022-01/c-100_initial_and_reinstatement_charity_registration_update_11.8_.2018_4.pdf
• Georgia Charitable Solicitations Act of 1988 (O.C.G.A. § 43-17): https://law.justia.com/codes/georgia/title-43/chapter-17/
• Pro Bono Partnership of Atlanta — Charitable Solicitation Registration in Georgia: https://pbpatl.org/wp-content/uploads/2017/03/Registering-for-Charitable-Solictiaton-in-GA-article-March-2017.pdf
• IRS Charity Required Provisions: https://www.irs.gov/charities-non-profits/charitable-organizations/charity-required-provisions-for-organizing-documents
• IRS Form 1023 / 1023-EZ Instructions: https://www.irs.gov/forms-pubs/about-form-1023