About Nonprofit & Charitable Organizations Law in Georgia, United States
Nonprofit and charitable organizations play a crucial role in strengthening communities across Georgia. These entities support health, education, social services, environmental causes, civic improvements, the arts and much more. In Georgia, these organizations are typically governed as nonprofit corporations and may also seek tax-exempt status both at the state and federal levels. Understanding the legal frameworks that shape their formation, governance and operations is essential for founders, board members, staff and volunteers to ensure compliance and to fulfill their missions.
Why You May Need a Lawyer
There are various situations where legal guidance is essential for those involved with nonprofit and charitable organizations in Georgia. You may need a lawyer if you are:
- Starting a new nonprofit and need assistance with incorporation, bylaws or structuring the board
- Applying for federal and state tax-exempt status and understanding ongoing compliance requirements
- Drafting or reviewing important documents such as contracts, grant agreements or fundraising policies
- Navigating mergers, consolidations or dissolutions of nonprofit entities
- Managing disputes involving the board, employees or donors
- Ensuring compliance with Georgia’s charitable solicitation laws and registration requirements
- Understanding fiduciary duties and risks for board members and officers
- Responding to audits or investigations by state or federal agencies
- Adhering to employment, intellectual property or real estate laws as a nonprofit organization
Engaging a lawyer can help prevent costly mistakes and safeguard your organization’s reputation and mission.
Local Laws Overview
Nonprofit organizations in Georgia must comply with a combination of state-specific and federal laws. Key elements include:
- Incorporation: Most nonprofits begin by filing Articles of Incorporation with the Georgia Secretary of State. These articles must contain specific language required for nonprofit and tax-exempt status.
- Governance: Georgia law requires nonprofits to have a board of directors. Internal governance is guided by a set of bylaws that comply with Georgia statutes.
- Federal and State Tax-Exempt Status: After incorporating, most groups seek recognition of tax exemption from the IRS, usually under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code. Separate applications for Georgia state tax exemptions are also typically required.
- Charitable Solicitation: Organizations that solicit donations in Georgia generally must register with the Georgia Secretary of State’s Charities Division and file annual reports.
- Reporting Requirements: Nonprofits are required to file regular reports with the Georgia Secretary of State and may also need to submit annual filings with the IRS (such as Form 990).
- Fiduciary Duties: Board members and officers are subject to fiduciary duties of care, loyalty and obedience as defined by Georgia law.
- State-Specific Laws: Georgia has particular provisions relating to nonprofit directors’ liability, conflict of interest policies and requirements governing dissolution or mergers.
Understanding and complying with these rules can help your organization operate smoothly and meet its legal obligations.
Frequently Asked Questions
What steps are involved in forming a nonprofit in Georgia?
Starting a nonprofit typically involves creating a legal entity by filing Articles of Incorporation with the Secretary of State, drafting bylaws, appointing a board of directors and applying for federal and state tax exemption status.
Do all nonprofits in Georgia qualify for tax-exempt status?
No, forming a nonprofit corporation alone does not guarantee tax-exempt status. You must apply separately for federal tax exemption through the IRS and for state tax exemptions.
Does my nonprofit need to register with the state before fundraising?
Generally yes. Most charitable organizations soliciting donations in Georgia must register annually with the Secretary of State’s Charities Division.
What ongoing filings are required for a nonprofit in Georgia?
Nonprofits must file an annual registration with the Secretary of State and an annual Form 990 (or 990-EZ or 990-N) with the IRS. Additional filings may be needed if fundraising or employing staff.
Can nonprofit board members be paid in Georgia?
Georgia law allows reasonable compensation for board members and officers but this should be consistent with the nonprofit’s governing documents and approved by the board, avoiding conflicts of interest.
What are the fiduciary duties of board members?
Board members owe the duties of care, loyalty and obedience. They must act in the best interests of the organization, make informed decisions and ensure compliance with applicable laws and governing documents.
What happens if a nonprofit violates Georgia’s charitable solicitation laws?
Violations can result in fines, loss of fundraising privileges and damage to reputation. Serious violations may involve investigation by the Attorney General’s office.
Can nonprofits in Georgia merge with other organizations?
Yes, but mergers must follow both Georgia nonprofit corporation law and any applicable federal requirements. Legal guidance is recommended to ensure a smooth process.
Are nonprofit financial statements public in Georgia?
Most nonprofits are required to make their IRS Form 990 and related financial documents available for public inspection upon request.
What should I do if the nonprofit is being audited or investigated?
Seek legal counsel immediately. Cooperate with the audit or investigation and ensure that responses are accurate and timely.
Additional Resources
If you need additional information or assistance, the following resources may be helpful:
- Georgia Secretary of State’s Charities Division: Provides information on charitable registration, compliance and forms
- Internal Revenue Service (IRS) Exempt Organizations Division: Handles federal tax exemption and compliance
- Georgia Center for Nonprofits: Offers support, education and resources for nonprofit leaders
- Pro Bono Partnership of Atlanta: Connects nonprofits with free legal assistance
- Georgia Attorney General: Monitors charitable solicitation and investigates fraud
- State Bar of Georgia: Lawyer referral and legal resources
Next Steps
If you require legal assistance with a nonprofit or charitable organization in Georgia, consider the following steps:
- Gather all relevant documents, including your articles of incorporation, bylaws, tax-exempt applications, contracts and filings
- Clearly define your organization’s goals, concerns or challenges as you see them
- Consult with an attorney who has experience in nonprofit and charitable law in Georgia. Many provide initial consultations to discuss your needs
- Utilize local and state nonprofit resources and consider joining networks like the Georgia Center for Nonprofits for ongoing education and support
- Stay informed about developments in nonprofit and charitable law by regularly checking updates from state and federal agencies
Taking proactive steps and seeking qualified legal guidance can help your organization meet its obligations and focus on making a positive difference in your community.
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The information provided on this page is for general informational purposes only and does not constitute legal advice. While we strive to ensure the accuracy and relevance of the content, legal information may change over time, and interpretations of the law can vary. You should always consult with a qualified legal professional for advice specific to your situation.
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