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How To Start A Nonprofit In Delaware

To start a nonprofit corporation in Delaware, you must file a nonprofit certificate of incorporation with the Delaware Division of Corporations. You can submit your certificate online or by mail. Once filed with the state, your certificate of incorporation officially creates your Delaware nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.


Delaware Nonprofit Filing Options

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Types of Delaware Nonprofit 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.

The rest of this web page assumes you will form a Delaware exempt corporation and seek 501(c)(3) federal tax-exempt status from the IRS.


DE Certificate of Incorporation for Exempt Corporation

To incorporate a Delaware nonprofit, you must file the Delaware certificate of incorporation for exempt corporation with the Delaware Division of Corporations. Click on any number below to see what information is required in each section of your Colorado nonprofit’s articles of incorporation.

The state provides a form, but if your nonprofit intends to seek 501(c)(3) federal tax-exempt status from the IRS, you’ll need to produce your own document that includes the requirements described below plus the specific language and provisions required by the IRS. Learn more about the IRS requirements for tax-exempt organizations at Northwest’s Guide to 501(c)(3) Tax-Exempt Status.

1. 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.”

2. 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.

3. 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, produce your own version of the certificate of incorporation that includes the specific language required by the IRS for tax-exempt public charities and private foundations.

4. 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.

5. 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.

6. 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.

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. You can also pay an additional $50 for expedited processing.

How Long Does It Take to Start a Delaware Nonprofit?

You can file your Delaware nonprofit’s certificate of incorporation online or by mail. If you file by mail, the mailing time and processing time together will likely come to around a week or more. Online filings are faster, but it will still take a few days to receive your documents back in the mail.

Additionally, Delaware offers several options for expedited processing. 24 hour processing costs an extra $50. Same-day processing costs an extra $100. Two hour processing costs an extra $500. 1 hour processing costs an extra $1000.

Does a Delaware Nonprofit Need a Registered Agent?

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.

Additionally, we provide a FREE Delaware mail forwarding service option (up to 5 non-state mail scans per year!) for every client who signs up for our Delaware registered agent service. If you expect to receive more mail than that, or if you need a Delaware address with a unique suite number for your business, you can also sign up for our premium Delaware mail forwarding service for $40 a month.


Get a Federal Employer Identification Number (EIN)

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 you can add our convenient EIN service for an additional fee when you hire Northwest.


Hold Your Organizational Meeting & Adopt 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. We have a comprehensive Delaware nonprofit bylaws guide, along with a free template for writing your bylaws. When you hire Northwest to form your nonprofit, we provide this template 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.


Apply for Federal and/or State Tax Exemptions

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 Incorporation 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.


Apply For Required State Business Licenses

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.

Should You Register Your 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.


Open a Bank Account for Your Delaware Nonprofit

To open a bank account for your Delaware nonprofit, you will need to bring the following items to the bank:

  • A copy of your Delaware nonprofit’s certificate of incorporation
  • A copy of your nonprofit’s bylaws
  • Your Delaware nonprofit’s EIN

We recommend calling your bank ahead of time to determine their requirements. If your nonprofit has several directors and/or officers, you may even need to bring a resolution authorizing you to open the account in the name of your nonprofit.


Submit 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 when you hire Northwest, and we’ll file your nonprofit’s annual report correctly and on time.