Checklist for Incorporation and 501(c)(3) filing



Checklist for Incorporation and 501(c)(3) filing

The following checklist is provided to help you through the process of having your organization become incorporated and become a 501(c)(3). There is a difference between being a domestic nonprofit corporation and having 501(c)(3) status. Being a nonprofit corporation does not automatically qualify you to be tax-exempt. Filing to become a nonprofit corporation is conducted through the Georgia Secretary of State’s office. To become tax-exempt, you must file for 501(c)(3) status which requires federal IRS approval. This process can take up to six months or more, depending on the turnaround time for each of the agencies. Conferring with a lawyer or C.P.A. who understands nonprofits is not necessary but is encouraged.

□ File appropriate documents through the Georgia Secretary of State to become incorporated as a domestic nonprofit organization. For detailed information and forms, go to the official state website sos.state.ga.us, click on Corporations and follow instructions on creating a new corporation and obtain Transmittal Form 227. The following is a brief checklist of what you will need to file and the cost.

✓ Name Reservation-$25.00 fee (go to to register). You will receive a number by email within 24 hours. Put this number of Transmittal Form 227.

✓ Complete Articles of Incorporation (simple 1-2 page process—template for what you need to include is provided in the information under “Filing Procedures”.

✓ Mail the original Articles of Incorporation with necessary signatures, 1 copy and the Transmittal Form 227 to the following address along with a $100 filing fee:

Office of Secretary of State

Corporations Division

315 West Tower, #2 MLK, Jr. Drive

Atlanta, Georgia 30332-1530

Telephone number is (404) 656-2817 if you have questions

✓ Certificate of Incorporation should be mailed to you within 7 business days.

✓ Within 90 days, file the initial annual fee of $30 with the Secretary of State (). You must file this fee annually or your organization will be subject to administrative dissolution.

✓ Publish a Notice of Intent to Incorporate with your local newspaper. Exact wording is provided under “Filing Procedures”. A $40 publication fee must accompany the notice.

Annual registration: You are required to register annually between January and April of each calendar year. The cost is $30 per year and may be done online. Late fees of $25.00 will be assessed in addition to the registration fee. In addition, effective July 1, 2011, the reinstatement fee for domestic profit corporations, non-profit corporations and limited liability companies will be changed to a flat fee of $250.00. The fee will no longer include the calculation of past due annual registration and late filing penalty fees. The option to expedite the filing will still be available by paying the additional $100.00 expedite fee.

Go to or irs. to find detailed information about filing for 501(c)(3) status. Forms are also available on these websites. Publication 557 will provide you with the details of filing. Below are the required forms you will need to file with the IRS.

□ SS-4 Application for Employer Identification Number

This form is required before you can apply for 501(c)(3) status. You can complete the form online (businesses and click on “Employer ID Numbers”, telephone at 1-800-829-4933 (Note: complete the SS-4 form before you call so that you can give the correct information to the agent), mail (ATTN: EIN Operation, Holtsville, NY, 11742 and allow for 5-6 weeks), or fax at 631-447-8960.

□ Complete Form 1023 (forms available on the IRS website). If you are using the revised Form 1023 (October, 2004 revised form), you do not need to complete forms 8718 or 872-C. The revised form has incorporated the other two forms into the application. Organizational by-laws are to be attached to the application. A user fee of $850 (if gross receipts exceed $10,000 over a four year period of time) must be attached to the application. The completed form must be submitted to

Internal Revenue Service

P.O. Box 12192

Covington, Kentucky 41012-0192

Call the IRS at 1-877-829-5500 for questions.

Annual filing of IRS documents—

As of 2011, tax-exempt organizations must file an annual information return. Tax-exempt organizations that have annual gross receipts less than or equal to $50,000 are not required to file the annual information return, but will be required to file an annual electronic notice (e-Postcard) Form 990-N. (Gross receipts are the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses) .

Tax-exempt organizations with gross receipts more than $50,000 must file Form 990, Return of Organization Exempt From Income Tax, or Form 990-EZ, Short Form Return of Organization Exempt From Income Tax. An organization may file Form 990-EZ, instead of Form 990, only if it satisfies thresholds relating to its gross receipts (less than $200,000) during the year and its total assets (less than $500,000) at the end of the year.  IRS 990 must be filed for those organizations who have gross receipts of equal to or more than $200,000 and total assets equal to or more than $500,000.

A tax-exempt organization that fails to file a required return is subject to a penalty for each day the failure continues. The same penalty will apply if the organization fails to give correct and complete information or required information on its return. The maximum penalty for any one return is $20 per day up to $10,000 or 5 percent of the organization's gross receipts for the year for small non-profits and $100 per day up to $50,000 for organizations with annual receipts over $ 1 million.

Automatic revocation occurs when an exempt organization that is required to file an annual return (e.g., Form 990, 990-EZ or 990-PF) or submit an annual electronic notice (Form 990-N, or e-Postcard) does not do so for three consecutive years. Under the law, the organization's federal tax-exempt status is automatically revoked.

If you have a fiscal agent, check with your lawyer or C.P.A. regarding what you are to report on your 990

How is a corporation’s name changed for the state of Georgia?

A corporation’s name is changed by filing an amendment to the Articles of Incorporation. The name change amendment may be adopted by the corporation’s board of directors, unless its articles of incorporation require that the name change be adopted by the corporation’s shareholders.

Articles of amendment to change the corporate name must state:

1)       the name of the corporation (old name),

2)       the text of the amendment (new name),

3)       the date the amendment was adopted,

4)       that the amendment was adopted by vote of the board of directors without shareholder approval in that shareholder approval was not required (unless the amendment was approved by the shareholders; in that event, 4) that the amendment was approved by vote of the shareholders), and

5)       that publication of “Notice of Change of Corporate Name” has (or will be) published pursuant to O.C.G.A. 14-2-1006.1(b).

Any currently due annual registrations must be filed before the articles can be amended.

The fee for filing articles of amendment is $20.

The articles of amendment should be signed by either the chairman of the board of directors, an officer, or the attorney for the corporation. The signer should state, beneath the signature, the capacity in which he or she is signing. The signature need not be notarized.

The original and one copy of the articles of amendment, and a $20 filing fee payable to “Secretary of State,” should be mailed to: Corporations Division, 315 West Tower, #2 Martin Luther King, Jr. Drive, Atlanta, GA 30334.

The amendment is effective the date the articles are received by the Secretary of State unless a post-effective date is specified in the articles. A certificate of amendment should be returned to filer within three business days of receipt of the articles. The publication notice required by O.C.G.A. 14-2-1006.1(b) is sent directly to the publisher by the corporation. The $40 publication fee is paid directly to the newspaper.

 For the IRS 501(c)(3) name change of the organization:

 If the tax-exempt organization has changed its name, attach the following documents:

  

|IF the organization is | |

|. |THEN attach . . . |

|A corporation |Amendments to the articles of incorporation with proof of |

| |filing with the state of incorporation. |

|A trust |Amendments to the trust agreement signed by the trustee. |

|An association |Amendments to the articles of association, constitution, |

| |bylaws, or other organizing document, with the signatures of |

| |at least two officers/members. |

Filing for the State of Georgia as a charitable organization:

Please read the following carefully and determine if your organization is exempt from filing as a charitable organization. If not, you will be required to file with the state of Georgia Secretary of State’s office.

CHARITABLE ORGANIZATION REGISTRATION INFORMATION

PURSUANT TO THE GEORGIA CHARITABLE SOLICITATIONS ACT OF 1988, AS AMENDED

The Georgia Charitable Solicitations Act of 1988, as amended, O.C.G.A. Title 43, Chapter 17, regulates the solicitation and collection of charitable contributions in Georgia. Unless exempted by provisions of this Act, organizations and individuals that solicit contributions from the public for charitable purposes are required to register with the Secretary of State, and to disclose financial information and other facts relating to the organization. The Act allows the Secretary of State to take action against those persons and firms who violate its provisions. The following information is a general overview of the Act. Additional

information may be obtained by securing a copy of the Act or contacting the Securities and Business Regulation division.

SOLICITATION – The request or acceptance directly or indirectly of money, credit, property, financial assistance, or any other thing of value to be used for any charitable purpose.

CHARITABLE ORGANIZATION - A charitable organization is any benevolent, philanthropic, patriotic or such associated group or person who solicits or obtains contributions from the general public, any part of which is used for charitable purposes. The term charitable organization does not include religious organizations as

defined below.

RELIGIOUS ORGANIZATIONS – An entity conducting regular worship services or is qualified as a religious organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

REGISTRATION - Charitable organizations that solicit funds in or from Georgia must register with the Secretary of State unless they are exempt from registration as set forth in the Act. Submit initial filing fee of $25.00 with completed C100 application. Nonprofit incorporation is not a requirement for registration as a charitable organization and is a process separate from charitable registration. Persons desiring to incorporate or register an out-of-state corporation in Georgia should contact the Corporations Division at (404) 656-2817 for information.

RENEWAL OF REGISTRATION – A charitable organization registration is valid for a period of 12 months from its effective date and must be renewed on or before the expiration date each year. A renewal notice is mailed to the charitable organization in the month prior to its expiration date. That notice should be signed and returned with the requested attachments, including financial statements and the renewal fee of $10.00. The applicant is responsible for filing their renewal whether or not the notice is received. If additional time is needed for completion of the financial statement, a written request for an extension must be received by the Secretary of State before the expiration date. This request must specify the date when the financial statement will be completed.

FINANCIAL DISCLOSURES

? If the organization has received or collected any charitable contributions an IRS Form 990 dated within one year of filing must be attached to C100 application.

? If the charitable organization has received or collected more than $1,000,000.00 during its preceding fiscal year, a certified financial statement prepared in accordance with generally accepted accounting principals by an independent certified public accountant is required.

? If the charitable organization has received or collected more than $500,000.00 but not more than $1,000,000.00 during its preceding fiscal year, a financial statement reviewed in accordance with generally accepted accounting principals by an independent certified public accountant is required.

? If the charitable organization has received less than the amount required by the IRS to file Form 990 or Form 990 EZ, a financial statement similar to that required to be provided on Form 990 or 990 EZ will be acceptable.

? If the charitable organization is newly formed and has not received charitable contributions; a signed statement from an officer of the organization attesting to the financial status of the organization will be accepted in lieu of a financial statement.

REINSTATEMENT OF REGISTRATION – If an organization’s registration expires, the C100 application and $25.00 are required to reinstate the registration. The entire application must be filed along with the financial statements required for that filing period.

AMENDMENTS - A charitable organization must keep its registration current with the Secretary of State by amending its registration within 30 days to reflect any change to the initial registration statement. The registration form (C100) is a continuous filing form and is also used for filing amendments. The section of the form to be amended should be circled, updated and filed with the execution page (page 1) manually signed by an authorized agent and notarized. The fee for filing amendments is $15.00.

EXEMPTIONS - Organizations exempt from registration under the Act include the following:

? EDUCATIONAL – Educational institutions and those organizations, foundations, associations, corporations, charities, and agencies operated, supervised, or controlled by or in connection with a nonprofit educational institution, provided that those organizations are qualified under Section 501 (c) of the Internal Revenue Code of 1986, as amended.

? PROFESSIONAL ASSOCIATIONS – Business, professional and trade associations that do not solicit members or funds from the general public.

? FRATERNAL AND SOCIAL ORGANIZATIONS - Fraternal, civic, benevolent, patriotic and social organizations if solicitations are carried on by persons without any form of compensation and solicitation is confined to their membership.

? NAMED INDIVIDUALS – Persons requesting any contributions for the relief of any other individual who is specified by name at the time of the solicitation if all of the contributions collected, without any deductions whatsoever, are turned over to the named beneficiary. If contributions exceed $5,000.00, a written accounting of funds may be required.

? $25,000.00 EXEMPTION - A charitable organization whose total gross revenue has been less than $25,000.00 for both the immediately preceding and current calendar year or which is exempt from filing a federal annual information return.

? HUNTERS, FISHERMEN AND TARGET SHOOTERS - Any local or state organization of hunters, fishermen and target shooters which has been recognized as a 501(c) (3) or (c) (4) organization.

? POLITICAL ORGANIZATIONS – Political parties, political action committees and candidates for federal or state office who file financial information with federal or state election commissions.

? MULTI-LEVEL ORGANIZATIONS - In the case of organizations with national, state and/or local chapters, only one entity among the three need register as a charitable organization. For example, if a national organization is registered with the Secretary of State, the state and local affiliates are not required to register. Should an organization's local chapter affiliate be registered as a charitable organization, the state and national affiliates need not register as long as they do not directly solicit contributions in the state. Financial and other records of the state or national organization and each affiliate must be available for inspection by the Secretary of State.

PROVING EXEMPTIONS - In all cases, the burden of proving entitlement to an exemption falls upon the charitable organization. An organization claiming an exemption from registration as a charitable organization is advised to carefully review the wording of the Act to insure its legal operation. Any exemption from registration does not exempt the charitable organization from the anti-fraud provisions of O.C.G.A. 43-17-12. See Rule 590-9-5-.08.

FEDERAL TAX CONSIDERATIONS - The Secretary of State does not provide tax advice to charitable organizations. For information relating to federal tax laws, tax-exempt or nonprofit status contact the Internal Revenue Service at 1-877-829-5500. For information concerning state tax exemptions contact the Georgia Department of Revenue at (404) 417-6649.

LOCAL ORDINANCES - A charitable organization should contact the applicable city and county governments to determine what, if any, local ordinances apply to its activities.

RAFFLES AND BINGO GAMES - If the organization wishes to conduct a raffle, the sheriff’s office of the county in which the organization is located must be notified. Information regarding bingo games should be directed to the Georgia Bureau of Investigation at 404-244-2561.

DISCLOSURE REQUIREMENTS - Upon solicitation, a charitable organization, paid solicitor or solicitor agent is required to disclose its name and location, and state that a full description of the charitable program and financial statement of the charitable organization is available.

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