How-To Guide: Charities | Georgia Secretary of State (2024)

Organizations wishing to solicit charitable contributions in the State of Georgia must register to conduct business in the state, reach a determination with the Internal Revenue Service ("IRS") of its federal tax status, and then register as a charitable organization with the Office of the Georgia Secretary of State.

The Secretary of State cannot guide you through the legal hurdles of this process, nor provide you with legal or financial advice, nor endorse or recommend any person, product, or institution which provides such services. However, the following provides an overview for learning each of the steps along the way to becoming a charity.

Whether or not your organization is formed under the laws of the State of Georgia, it must be registered to conduct business in the State. Follow the instructions of the Secretary of State's Corporations Division to register as either a domestic corporation or foreign corporation.

Organizations which intend to pursue tax exemption with the IRS must include specific language in their organizing documents (i.e., "articles of incorporation"). See the IRS's required provisions for organizing documents when forming a charity for specific guidance. For example, an organization which pursues tax exemption under Internal Revenue Code ("IRC") section 501(c)(3) must limit itself in its organizing documents to the exempt purposes set forth in that section; in addition, it must state how its assets are permanently dedicated to these exempt purposes, so that in the event that the organization dissolves its assets are distributed for an exempt purpose qualified within the same code section.

Determining whether your organization may qualify for tax exempt status can be a complicated process and may involve in-depth business and legal reasoning. The IRS has published its general requirements for exemption online, as well as special instructions for: business leagues, employee benefit associations or funds, fraternal societies, labor and agricultural organizations, social clubs, social welfare organizations, veterans organizations, as well as for public vs. private foundations. You should review and know these general requirements.

You will need to research the potential impact of tax-exemption on your organization as well – should the IRS determine in your favor. Not all tax-exempt organizations quality for tax deductible charitable contributions, for example. Once you have made your determination and completed your corporate formation, apply to the IRS for a determination of your tax exempt status.

Tax-exempt organizations are then generally required to report information with the IRS, including annual returns of their income and expenses, unrelated business income tax returns, employment taxes, and other ongoing compliance obligations. These will need to be filed in addition to the annual filing requirements for your corporate registration(s).

Charitable organizations which solicit or accept donations in Georgia are required to register unless the organization falls under an exemption pursuant to O.C.G.A. § 43-17-9. With respect to whether such an exemption applies to your organization (and its affiliated branches or chapters), please review this section of the Code. Every charitable organization, unless exempt from registration, must comply with the registration requirements detailed in O.C.G.A. § 43-17-5.

Review the Charities Division's instructions to register as a charitable organization (below). In addition, you may want to learn more about fundraising counsels, paid solicitors, and commercial co-ventures, and how to conduct charitable solicitations with each.

Your Charitable Registration Status

The Professional Licensing Board (“PLB”) hosts our registrations data online for public access to and certification of that data. You can verify certain information relating to your organization's record through the PLB’s Business/Company Search.

In order to remain in compliance with the requirements of registrations, you must continuously make amendments (below) to your registration by filing these amendments with the Division.

Charitable organization registrations in Georgia are effective for twenty-four (24) months from the date that they are approved. At the end of that period, registered charities must file a renewal application, including the previous two years of financial reporting. Review the Charities Division's instructions to renew your registration (below) as a charitable organization.

Regulatory Changes

You can monitor the Charities Division's web page for updates on laws, policies, and services related to charitable solicitations in Georgia.

Domestic corporation: Corporations and other forms of organization are considered "domestic" only in the state in which they were formed.

Foreign corporation: Corporations and other forms of organization are considered "foreign" in any state or jurisdiction other than where they were formed.

Organizing documents: The Certificate of Incorporation (or equivalent document) and bylaws. State laws generally determine how to create an organization properly, so the requirements for these documents varies by both form of organization and state of origin.

Tax exempt status: To be "tax exempt" is to be free from taxes on transactions at the federal, state, or local level. It does not indicate that contributions to the organization are "tax deductible".

Fundraising counsel: These are professional individuals or organizations who provide planning, management, consultations, or materials for soliciting funds.

Paid solicitor (and paid solicitor agent): Any person or firm (other than a "commercial co-venturer", below) who, for compensation, performs any service for a charitable organization in connection with which contributions are solicited.

Commercial co-venturer: Any person or firm who, for profit, regularly conducts a charitable sales promotion or who underwrites, arranges, or sponsors a sale, performance, or event which is advertised to benefit a charitable organization.

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 Charitable Solicitations Act. Please refer to O.G.C.A. § 43-17-9 to see if your organization is exempt from registration.

Registration Checklist

To assist in the timely process of your application, download and use this checklist to assist with assembling your application packet.

• Completed C-100 form.Downloadthis application>>

If the charitable organization received or collected during its preceding fiscal year, attach the most recently filed financial statements covering those periods. The criteria for such required financial statements are:

• If the organization received or collected more than $1,000,000.00 during the preceding fiscal year, submit a certified financial statement prepared by an independent certified public accountant for that year, which is prepared in accordance with generally accepted accounting principles.

Certified financial statement is defined under Rule 590-9-1-.01: As used herein, all references to "certified financial statement" shall mean financial statements, including a balance sheet, income statement, and statement of cash flows, or the equivalent in the case of a not-for-profit entity, and all notes to the financial statements, audited by an independent certified public accountant in accordance with generally accepted auditing standards. The certified financial statement must be accompanied by an independent auditor's report, which shall include an expression of professional opinion by the independent certified public accountant as to whether the financial statement presents fairly, in all material respects, the financial condition of the entity in conformity with generally accepted accounting principles. The independent certified public accountant must be duly registered and in good standing as a certified public accountant, under all applicable laws, rules and regulations of the place of the independent certified public accountant's place of residence or principal place of business.

• If the organization received more than $500,000.00 but not more than $1,000,000.00 during the preceding fiscal year, submit financial statements for that year that are reviewed by an independent certified public accountant, which is prepared in accordance with generally accepted accounting principles.
• If the organization has received or collected less than $500,000.00 in its preceding fiscal year, submit financial statements for such year. The financial statements for that year need not be certified or reviewed. Ledgers are not accepted as a financial statement.
• If the charitable organization is newly formed and has not received charitable contributions, attach a signed statement from an officer of the organization attesting to that fact in lieu of financial statements.

Attach the IRS Form 990 or Form 990EZ for the preceding fiscal year.

If the charity filed a Form 990N (Postcard), it must fill out and submit the Georgia Form C-200 for the preceding fiscalyear.

Georgia does not accept the Form 990N.

A charitable organization registration is valid for a period of twenty-four (24) months from its effective date and must be renewed on or before its expiration date. The renewal application period opens ninety (90) days before the organization's expiration date.

Charitable Organization Renewal Notice

Please submit a fully completed Charitable Organization Renewal Notice. The Division will send your organization a renewal notice approximately forty-five (45) days prior to its renewal date. If your organization does not receive its renewal form or you wish to file your renewal sooner, download a blank copy of the renewal form for you to fill out. Submit this filing form, signed and completed, along with the rest of your renewal filing.

PLEASE NOTE: Renewals received that are more than ninety (90) days prior to the charity’s expiration/renewal date will not be processed. They will be returned to the charity with instructions to file again within the ninety (90) day renewal period.

Financial statements are required for all charitable organization renewals. If the charitable organization received or collected during either of its preceding two (2) fiscal years, submit financial statements reporting the period since the most recent financial statement previously filed. The reporting schedule for financial statements is as follows:

• If the organization received or collected more than $1,000,000.00 in a given fiscal year, submit a certified financial statement (certified by an independent certified public accountant) for each such year.

Certified financial statement is defined under Rule 590-9-1-.01: As used herein, all references to "certified financial statement" shall mean financial statements, including a balance sheet, income statement, and statement of cash flows, or the equivalent in the case of a not-for-profit entity, and all notes to the financial statements, audited by an independent certified public accountant in accordance with generally accepted auditing standards. The certified financial statement must be accompanied by an independent auditor's report, which shall include an expression of professional opinion by the independent certified public accountant as to whether the financial statement presents fairly, in all material respects, the financial condition of the entity in conformity with generally accepted accounting principles. The independent certified public accountant must be duly registered and in good standing as a certified public accountant, under all applicable laws, rules and regulations of the place of the independent certified public accountant's place of residence or principal place of business.

• If the organization received or collected more than $500,000.00 but not more than $1,000,000.00 in a given fiscal year, submit a reviewed financial statement (reviewed by an independent certified public accountant) for each such year, which is prepared in accordance with generally accepted accounting principles.
• If the organization received or collected not more than $500,000.00 in a given fiscal year, submit a financial statement for each such year. The financial statement for that year need not be certified or reviewed. Ledgers are not accepted as a financial statement.
• If the organization did not receive or collect any contributions in a given fiscal year, indicate such either on the Renewal Notice (for both years) or submit a written statement that no revenues were received for the specific year.

A charitable organization may reinstate its registration if it has expired or lapsed, or has been withdrawn.

Reinstating Your Registration

O.C.G.A. § 43-17-2(2) defines a charitable organization as “any benevolent, philanthropic, patriotic, or eleemosynary (of, relating to, or supported by charity or alms) person, as that term is defined in this Code section, who solicits or obtains contributions solicited from the general public, any part of which contributions is used for charitable purpose.”

Pursuant to O.C.G.A. § 43-17-5, it is unlawful for charitable organizations and individuals to solicit contributions from the public for charitable purposes unless said charitable organizations are registered with the Secretary of State or otherwise exempt from registration. Solicitation is defined as “the request or acceptance, directly or indirectly of money, credit, property, financial assistance, or any other thing of value to be used for any such charitable purpose.”

Charitable organizations operating in Georgia are required to register unless the organization falls under an exemption pursuant to O.C.G.A. § 43-17-9. With respect to who is exempt from registration as a charity (including affiliated branches or chapters), look at O.C.G.A.§ 43-17- 9 so that you can determine whether or not registration is necessary.

Expired Charity Reinstatement Checklist

To assist in the timely process of your application, USE THIS AS A CHECKLIST to assemble your application packet.

Registration Form

Completed C-100 form. Download this form>>

If the charitable organization received or collected during its preceding fiscal year, attach the most recently filed financial statements covering those periods. The criteria for such required financial statements are:

• If the organization received or collected more than $1,000,000.00 during the preceding fiscal year, submit a certified financial statement prepared by an independent certified public accountant for that year, which is prepared in accordance with generally accepted accounting principles.

Certified financial statement is defined under Rule 590-9-1-.01: As used herein, all references to "certified financial statement" shall mean financial statements, including a balance sheet, income statement, and statement of cash flows, or the equivalent in the case of a not-for-profit entity, and all notes to the financial statements, audited by an independent certified public accountant in accordance with generally accepted auditing standards. The certified financial statement must be accompanied by an independent auditor's report, which shall include an expression of professional opinion by the independent certified public accountant as to whether the financial statement presents fairly, in all material respects, the financial condition of the entity in conformity with generally accepted accounting principles. The independent certified public accountant must be duly registered and in good standing as a certified public accountant, under all applicable laws, rules and regulations of the place of the independent certified public accountant's place of residence or principal place of business.

• If the organization received more than $500,000.00 but not more than $1,000,000.00 during the preceding fiscal year, submit financial statements for that year that are reviewed by an independent certified public accountant, which is prepared in accordance with generally accepted accounting principles.
• If the organization has received or collected less than $500,000.00 in its preceding fiscal year, submit financial statements for such year. The financial statements for that year need not be certified or reviewed. Ledgers are not accepted as a financial statement.
• If the charitable organization is newly formed and has not received charitable contributions, attach a signed statement from an officer of the organization attesting to that fact in lieu of financial statements.

Attach the IRS Form 990 or Form 990EZ for the preceding fiscal year. If the charity filed a Form 990N (Postcard), it must fill out and submit the Georgia Form C-200for the preceding fiscalyear.

Georgia DOES NOT accept the Form 990N.

An organization must file a Withdrawal Form in order to withdraw its registration as a charitable organization. If your organization no longer intends to solicit charitable contributions in the State of Georgia, withdrawing your registration may prevent misuse or fraudulent use of your registration by others.

How To Withdraw

Please submit a signed and completed Withdrawal Form by email to [emailprotected] or by mail to the following address:

Securities and Charities Division
Office of the Georgia Secretary of State
2 Martin Luther King Jr. Drive, S.E.
Suite 317, West Tower
Atlanta, Georgia 30334

To report any changes to its registration statement, a charitable organization must amend its Form C-100 within thirty (30) days to reflect such changes.

Amendments include, but are not limited to, changes to information about the organization and its control person(s). Such changes include: a change of name, address, principals, state of incorporation, corporate forms (including a merger of two charitable organizations) or other changes which may materially affect the business of the charitable organization. Please refer to O.C.G.A. §43-17-5(b)(10) for information that triggers an amendment filing.

Form C-100 is a "continuous filing form" and is also used for organizations filing for initial registration and for active Georgia registered charities filing amendments.

Please complete only the section(s) of the Form C-100 to be amended, along with the form's execution page. All changes to the organization's registration statement must be verified and signed by an authorized executive officer of the organization.

Please submit a signed and completed Withdrawal Form by email to [emailprotected] or by mail to the following address:

Securities and Charities Division
Attn: Charities
Office of the Georgia Secretary of State
2 Martin Luther King Jr. Drive, S.E.
Suite 317, West Tower
Atlanta, Georgia 30334