Starting a nonprofit in Georgia
Starting a nonprofit in Georgia is governed by the Georgia Nonprofit corporation code (Title 14, chapter 3 of the Georgia code)
Steps involved in Starting a Nonprofit In Georgia
Step 1. Choosing a Name
The use of some words in the name is controlled by the Act. As per the Act the name must include any one of the following corporate designators – corporation,company,incorporation,limited or their abbreviation.
Negative Words – Words like insurance,assurance and surety in a name is not allowed unless approved by the Office of Commissioner of Insurance. Words like bank, credit union and trust requires to be approved from the Department of Banking & Finance. Words like college or university require to obtain approval of the Georgia Nonpublic Post secondary Education Commission.
Other factors to be considered when choosing the name can be understood here.
Step 2. Preparing the filing documents
The incorporators of the proposed non profit organization must prepare the following two documents –
1) Articles of Incorporation 2) Transmittal Form 227
Additionally – the Bylaws of the proposed organization, though not required at the time of Incorporation
This process of drafting these two documents as per Georgia code has been elaborated below –
Articles of Incorporation – As per the Georgia State code, the articles of incorporation include: –
(1) A name that satisifies the clauses mentioned above
(2) The street address and county of the corporation’s initial registered office
(3) The name of the initial registered agent and its address
(4) The name and address of each incorporator
(5) If or not the nonprofit will have provision for membership.
(6) The mailing address of the address of the principal place of business for the corporation (may be based in Georgia or elsewhere)
(7) A statement that the corporation is being set up in accordance with the Georgia Nonprofit Corporation Code.
Additionally the Articles of Incorporation may have the following clauses.
(1) The purpose or purposes for which the proposed nonprofit is being setup. May also be written as “any lawful activity”
(2) The names and addresses of the individuals who are to porposed as the initial directors of the nonprofit organization.
(3) Any other clauses that related to Managing the activities of the nonprofit corporation inlcuding duties and powers of key personnel (s) or members.
(4) An indemnification clause to protect the directors or members from being held personally liable for any Act that they do on behalf of the organization except in case of Gross Violation, wilful neglect. (Sections 14-3-860 to 14-3-864;)
(5) Dissolution Clause that explains how the assets of the nonprofit organization would be treated in case the organization is dissolved.
Tax exemption Clause in the Articles of Incorporation
These additional clauses are to be added to meet eligibility criteria of the IRS or any other state law under which the Nonprofit seeks to obtain tax exemption.
To download a sample article of Incorporation for Florida that includes all the provisions mentioned above click here. (select you state from the list there)
Finalizing the Articles of Incorporation – The Articles must be printed on white 8½x11 paper and must be signed by the incorporator (s) named in the articles. (Alternatively to be signed by the attorney). If the articles mentions the Initial board of directors, then it should be signed by the Chairman of the Board of Directors. Below the signature, the signer should also indicate in the capacity in which he or she is signing.
The S.O.S instruction for finalizing the Articles can be assessed here.
Transmittal Form 227 – This is simply an application format provided by the Secretary of State, Georgia. The form can be downloaded here .
3. Bylaws – Though not required at the time of incorporation, this will be needed immediately after the nonprofit organization is incorporated. At this point you must simply be aware of the limitations that apply to bylaws. This way you will avoid any conflicting statements in the Articles and the bylaws.
Limitations as per law – Director’s quorum – Minimum 1/3rd or as specified in the articles or the bylaws, Member’s quorum – As mentioned in the bylaws or else 1/10th of voting members subject to presence of 1/5th of the total voting members of the organization. Voting can be done only on subjects for which notice has been served to members.
Filing Fee – The filing fee payable is $100. This must be paid through check favoring “Secretary of State”
Where to file
The completed article of Incorporation (1 copy), the transmittal form and check towards filing fee should be mailed to –
OFFICE OF SECRETARY OF STATE
315 West Tower, #2 Martin Luther King, Jr. Drive
Atlanta, Georgia 30334-1530
Alternatively , The filing process can be completed online through services offered by the Sectretary of State, Georgia.
Click here to file for online incorporation in Georgia.
Post incorporation requirements- All corporations must publish a notice of intent to incorporate in the newspaper. Details are provided in the instruction sheet provided for download above.
Commencement of Existence – Upon successful filing of the articles with the Secretary of State, the office issues a certificate of Incoporation or just returns a copy of the artciles stamping the word ‘filed’ on each of the pages of the articles post which the nonprofit organization comes into a formal legal existance. (in return of a fee).
Time required _ The entire process can be completed in less than 1 day , though a lot depends on your level of pre filing preparation.
Conclusion- A large number of people file these documents on their own. If you wish to outsource this part, there are several same-day incorporation service providers that can do this in your behalf. (You can search for them on the net).
Even if you decide to use the services of the professional ‘registered agents’, you should ideally draft your own articles and bylaws and have them ratified if needed by the service providers.
You should not let a third party draft them because this will eventually govern how your nonprofit functions on a day to day basis.