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Delaware Nonprofit Service We’re Just Not Annoying®

How to Start a Nonprofit in Delaware

To incorporate a nonprofit in Delaware, you’ll file a Certificate of Incorporation with the Delaware Division of Corporations. This filing officially creates your corporation, but it’s really just one step toward pursuing your nonprofit’s goals. The main steps to starting a Delaware nonprofit are as follows:

  1. File a Certificate of Incorporation with the Delaware Division of Corporations
  2. Get a federal EIN tax ID from the IRS
  3. Hold your organizational meeting and adopt bylaws
  4. Use Delaware’s One Stop Business Registration and Licensing System to register with the appropriate state agencies
  5. Apply for federal and/or state tax exemptions
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Delaware nonprofit Certificate of Incorporation free download. When you’re done filling out the form, submit it to your state.

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Our free account and tools will walk you through starting and maintaining a Delaware nonprofit. All for free.

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Documents & Forms

How to File the Delaware Certificate Of Incorporation for Exempt Corporation

To form a Delaware nonprofit, file the nonprofit Certificate of Incorporation for Exempt Corporation using the following steps:
Step 1 Choose a name for your new nonprofit
Step 2 Decide if you want to hire a registered agent service to minimize public disclosures
Step 3 Describe your nonprofit's purpose
Step 4 Define the conditions for membership in your nonprofit
Step 5 Fax your Cover Sheet and Certificate of Incorporation to 302-739-3812 and pay the filing fee with a credit card, or mail your filing to the Delaware Division of Corporations at 401 Federal St., Suite 4, Dover, DE 19901 with a check, money order, or your credit card information

How Long Does it Take to Start a Delaware Nonprofit?

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Fastest and Safest

Delaware doesn’t allow individuals to file the nonprofit Certificate of Incorporation online, but Northwest is one of just a few companies that have online filing access with the Delaware Division of Corporations. Hire Northwest to form your Delaware nonprofit, answer a few questions online, and let our expert Corporate Guides do the rest. The state should respond in one to two business days.

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Not Bad

Complete the Certificate of Formation yourself, and fax the form, along with a cover sheet and your credit card information, to the Delaware Division of Corporations. This is the quickest option available for individual filers. Expect a response from the state in around 4-5 business days.

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Complete the Certificate of Formation yourself, and mail them to the Delaware Division of Corporations with a check or money order, or include a cover sheet with your credit card information. The state should respond by mail in around 7-10 business days.

How Much Does It Cost To Incorporate A Delaware Nonprofit?

The filing fee for Certificate of Incorporation of Exempt Corporation is $89. If the certificate is longer than one page, there is an additional $9 charge per page. Because of the added language required for tax exemption purposes, your Certificate of Formation will likely be two pages long making the filing fee $98. Most people also add on a $50 expedited processing fee making the total filing fee $148.

If you choose Northwest as your registered agent service, you’ll pay $314 for the 5-day filing and $364 for 1-day filing, which includes our filing service fee and one full year of registered agent service.

 

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What Is The Delaware Nonprofit Annual Report?

Delaware requires nonprofits to submit an annual report updating (or confirming) information on the state’s records, including contact information, registered agent information, and the names and contact information for your nonprofit’s directors and officers. The report is due by March 1st each year, and it includes a $25 filing fee for nonprofits.

Rather avoid the hassle altogether? Add our convenient Delaware Annual Report Service for an additional $125 fee when you hire Northwest, and we’ll file your nonprofit’s annual report correctly and on time.

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Exempt versus non-stock Corporations

Delaware recognizes two types of nonprofit corporations: the exempt corporation and the non-stock corporation.

1. A Delaware exempt corporation is formed by filing a Certificate of Incorporation for Exempt Corporation.

2. A Delaware non-stock corporation is formed by filing a Certificate of Incorporation for Non-Stock Corporation.

What’s the difference?

If your nonprofit will apply for a federal tax exemption from the IRS, use the Delaware Certificate of Incorporation for Exempt Corporation form and be sure to add the needed tax exempt language. You can find the IRS required language at our IRS 501(c)(3) Requirements page.

Use the Delaware Certificate of Incorporation for Non-Stock Corporation form if you don’t intend to jump through all the tax exemption hoops. This type of corporation is typically for a community association, homeowners association, business association, or condo association—basically anything that serves a limited members and probably won’t have enough revenue to make it worth your time to bother with tax-exempt status.

Most Delaware nonprofits do not get tax-exempt status and just pay normal corporation income tax at the normal corporate tax rates. Many people find this easier to manage, but it may make your nonprofit less attractive to big donors.

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Is A Delaware Nonprofit Registered Agent Required?

Yes, your nonprofit is required to appoint and maintain a Delaware registered agent. You can do the job yourself, appoint a willing associate, or hire a registered agent service like Northwest, but, in any case, your registered agent must be willing to put a physical Delaware address on your nonprofit’s Certificate of Incorporation, which then goes into the public record. Your registered agent actually also has to be at that listed Delaware street address during normal business hours to accept service of process (legal notices) and other official state mail on behalf of your nonprofit.

One of the basic advantages of hiring Northwest as your registered agent is that you can enter our Delaware address in place of yours on your nonprofit’s Certificate of Incorporation, which means more privacy and less junk mail. But the real advantage is that you essentially purchase the flexibility and freedom to manage and grow your nonprofit on your own terms. Need to hold a lengthy meeting? No problem. We’re the ones stuck at our desks during normal business hours, not you. Need to travel, meet with donors, or solicit contributions door to door? Go ahead! When you hire Northwest to serve as your registered agent, you don’t have to worry about missing the delivery of an important notice from the state because Northwest is there waiting. And if we ever do receive a service of process from the state, we’ll scan it and send it to you on the day we receive it.

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Will My Delaware Nonprofit Be Tax-Exempt?

Not automatically. To obtain federal tax-exempt status for your nonprofit, you’ll need to submit an Application for Recognition of Exemption to the IRS. This is a lengthy (and expensive!) application process in which the IRS examines your nonprofit’s purpose, structure, finances, and history. Currently, the IRS recognizes more than two dozen types of tax-exempt organizations, but most nonprofits seek 501(c)(3) status for public charities and private foundations. If your nonprofit intends to go this route, be sure that your Certificate of Formation includes the specific language required by the IRS limiting your nonprofit’s activities to one or more exempt purposes.

If your Delaware nonprofit manages to qualify for 501(c)(3) federal tax-exempt status, it will automatically qualify for an exemption from the Delaware corporate income tax.

 

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Do I Need A Federal Tax ID Number (EIN) For A Delaware Nonprofit?

Yes, your Delaware nonprofit will need a federal employer identification number (FEIN or EIN) to apply for federal and state tax exemptions, to open a bank account, and to apply for a Delaware business license. After Delaware approves your nonprofit’s Certificate of Incorporation, you can apply for an EIN on the IRS website or by phone, or you can add our convenient EIN service for an additional fee when you hire Northwest.

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Does A Delaware Nonprofit Need A Business License?

No. Delaware nonprofit corporations don’t need to get a business license, but nonprofits are still required to register with the Delaware Division of Revenue.

 

Do I Have To Register My Nonprofit As A Charity In Delaware?

State statutes do not require Delaware charity registration with the Department of Justice or any other agency. However, Delaware law states that any solicitor must identify themselves and their organization when communicating with donors, and donors are allowed to question how much of their contributions will go to administrative costs versus actual charitable purposes.

Learn more at our guide to Delaware Charitable Organizations.

Can I Register An Out Of State Nonprofit In Delaware?

Delaware only recognizes domestic nonprofit corporations, so foreign nonprofits file the same paperwork as foreign for-profit corporations that want to do business in Delaware. Learn more at our Delaware foreign nonprofits page.

Does A Delaware Nonprofit Need Bylaws?

Delaware requires nonprofit corporations to write and adopt corporate bylaws at its first official meeting. Your nonprofit’s bylaws are its most important tool for self-governance, as they address questions about the qualifications of directors, the responsibilities of your nonprofit’s different officers, and numerous other questions that need clear answers in advance. If your nonprofit intends to seek 501(c)(3) tax-exempt status from the IRS, make sure to hold your organizational meeting and adopt your bylaws before submitting the IRS Application for Recognition of Exemption.

Of course, it isn’t easy to write effective bylaws, but Northwest is here to help. When you hire Northwest to form your nonprofit, we provide a free template for writing bylaws, as well as numerous other free forms, to help get you started. Why? Because we want you to come back year after year to renew your registered agent service with Northwest, and that means we need your nonprofit to start successful and stay successful. Your success, in other words, is our success.

What Is The Delaware Nonprofit Statute?

Delaware Code - Title 8, Chapter 1 General Corporation Law

Delaware Certificate Of Incorporation For Exempt Organization Requirements

Corporate Name

Your nonprofit’s name must contain one of the following words: “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “institute,” “society,” “union,” “syndicate,” or “limited” (or their corresponding abbreviations), and the name needs to be distinguishable from other entities on record with the Delaware Division of Corporations. Additionally, your nonprofit’s name can’t include the words “trust” or “bank.”

Registered Office and Registered Agent

List the Delaware address, including the street address, city, county and zip code, of your Delaware registered office, and include the name of the registered agent available at this address to receive legal notices on your nonprofit’s behalf. When you hire Northwest to either form your nonprofit or simply serve as your registered agent, our name and address goes here.

Purpose

Delaware doesn’t require an extensive statement of purpose from nonprofit corporations, but the IRS will require much more. If your nonprofit intends to seek 501(c)(3) tax-exempt status, attach a detailed statement of purpose that includes the specific language required by the IRS for tax-exempt public charities and private foundations.

Provision Against Issuing Capital Stock

A Delaware nonprofit can’t issue capital stock, so your nonprofit’s Certificate of Incorporation must include a statement to this effect: “The corporation shall not have any capital stock.” Delaware’s form already includes this statement, but you’ll need to add it yourself if you write your Certificate of Incorporation yourself.

Conditions of Membership

Either include a description of the conditions of membership in your nonprofit (powers and duties, rights, classes of members, etc.), or indicate that the conditions of membership will get stated in your nonprofit’s bylaws.

Incorporator

List the name and mailing address of your nonprofit’s incorporator. An incorporator is simply someone authorized to complete, sign, and submit your nonprofit’s Certificate of Formation. When you hire Northwest, we’ll be your incorporator.

Corporate Compliance
by Local Corporate Guides®