Georgia’s Corporations Division, an office of the Secretary of State, processes filings for incorporation. While incorporation in Georgia is, on the surface, a two-step process, a filer must carefully consider several important things to ensure the corporation is organized properly under Georgia law and that it can legally carry out its purpose or mission. The Corporation Division recommends seeking professional business or legal advice to assist with the decision to incorporate.
Articles of Incorporation
Georgia requires entities to file articles of incorporation with the required fee to incorporate. The articles of incorporation, which is the entity's legal organizing document, must include specific content. The required content is described on the Division's website, and it differs for nonprofit and for-profit entities. Content required for both types of filers includes the corporation name and physical address; the county, name and physical address of the registered agent authorized to accept legal notices; and the mailing address of the corporation’s principal.
IRS Publication 557 describes certain requirements for nonprofit articles of incorporation. Although nonprofit incorporation is a state function, tax-exempt status is granted by the Internal Revenue Service, so you must follow certain IRS guidelines as well as Georgia rules, if your intent is to apply for tax-exempt status. After incorporation, you apply for tax-exempt status by submitting an Application for Recognition of Exemption with required fee to the IRS.
Filing and Data Transmittal Form 227
Georgia’s Data Transmittal Form 227 is filed with the articles of incorporation by mail or online at the Secretary of State website. You need to create an account to file online. Unless the incorporator requests a specific date for incorporation, the effective date of incorporation is the date the Corporations Division receives the filing. At the time of publication, there is $100 processing fee, and you must include an additional $25 fee if you want to reserve your corporation name. Check with the Corporations Division to verify fee amounts.
Notice of Intent to Incorporate
No more than one day after filing for incorporation, corporations must submit a “notice of intent to incorporate” with the required fee to a newspaper recognized as the “official legal organ” of your county of filing. At the time of publication, this fee is $40. Georgia’s Clerks of Superiors Court for each county maintain lists of the newspapers approved for legal notices. The Corporations Division provides on its website the required format for the notice.
Certification of Incorporation
The Corporations Division mails a Certificate of Incorporation to filers within seven business days. You then file your initial annual registration form with another required fee -- $50 at the time of publication -- with the Corporations Division within 90 days of your incorporation date. The Corporations Division recommends contacting Georgia’s Department of Revenue and Department of Labor to inquire about requirements for new corporations. Contact the Charitable Organizations division of the Georgia Secretary of State office if your nonprofit intends to solicit donations in the state. Also contact the Internal Revenue Service about requirements to apply for an employer identification number, or EIN.