Form a Nonprofit in Delaware
Everything you need to know about forming a Nonprofit in Delaware. Filing fees, requirements, timeline, and step-by-step guidance.
Want this turned into your personalized Nonprofit roadmap for Delaware?
See it free, no account needed. Save it later to track every step, deadline, and what comes after forming a Nonprofit.
How to File
Choose a Name for Your Nonprofit
Select a unique name that complies with Delaware naming rules, must include 'Incorporated,' 'Corporation,' 'Association,' 'Company,' 'Club,' 'Foundation,' 'Fund,' 'Institute,' 'Society,' 'Union,' 'Syndicate,' or 'Limited,' or an abbreviation thereof. Verify name availability using the Delaware Division of Corporations name search tool.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Delaware who is authorized to receive legal documents and official correspondence on behalf of the nonprofit. This can be an individual Delaware resident or a professional registered agent service.
1-2 hours
Draft and File the Certificate of Incorporation
Prepare and file the Certificate of Incorporation with the Delaware Division of Corporations, including the nonprofit's name, registered agent information, purpose clause, and statement that no part of net earnings will benefit private individuals. File online or by mail with the $89 base filing fee.
1-2 hours
Draft Bylaws and Organizational Documents
Create bylaws that govern the nonprofit's internal operations, including board structure, officer roles, meeting procedures, voting requirements, and conflict-of-interest policies. While not filed with the state, bylaws are legally essential for obtaining tax-exempt status.
3-5 hours
What's Next After Filing
Once your Nonprofit is officially formed, you'll want to complete these important steps:
- •Hold Initial Organizational Meeting — Convene the initial board of directors meeting to adopt the bylaws, elect officers, authorize opening of bank accounts, and address other organizational matters. Record minutes from this meeting for your corporate records.
- •Obtain an EIN from the IRS — Apply for a free Federal Employer Identification Number (EIN) from the IRS using Form SS-4 online at IRS.gov, which is required for opening bank accounts, hiring employees, and filing for federal tax-exempt status. EINs are issued immediately when applying online.
- •Apply for Federal and State Tax Exemption — File IRS Form 1023 (or Form 1023-EZ for smaller nonprofits) to apply for 501(c)(3) tax-exempt status; also register with the Delaware Division of Revenue and apply for Delaware state tax exemption by submitting a copy of the IRS determination letter once received. Additionally, register with the Delaware Department of Justice if soliciting charitable contributions.
Advantages
- ✓Delaware has a highly favorable and well-developed legal framework for nonprofits, with the Court of Chancery providing specialized and predictable corporate law decisions.
- ✓Eligible for federal 501(c)(3) tax-exempt status, meaning the organization pays no federal income tax on related income and donors can deduct contributions.
- ✓Delaware imposes no state franchise tax on nonprofit corporations, reducing ongoing compliance costs.
- ✓No residency requirement for directors or officers, allowing a geographically diverse leadership team and easy remote governance.
Considerations
- •If operating primarily outside Delaware, the nonprofit will likely need to register as a foreign corporation in its home state, incurring additional fees and compliance obligations.
- •Obtaining 501(c)(3) tax-exempt status via IRS Form 1023 can be costly (up to $600 in IRS user fees) and time-consuming, often taking several months for IRS approval.
- •Nonprofits must adhere to strict ongoing compliance requirements including annual reports, charitable solicitation registration renewals, and IRS Form 990 filings, which can be administratively burdensome for small organizations.
Annual Obligations
What OpenChamber Does
We don't file paperwork for you — we guide you through doing it yourself, which saves money and helps you understand your business from day one.
Personalized Checklist
Every task you need, organized by priority and tailored to Delaware.
Vetted Professionals
When you need help, we connect you with professionals we trust.
Progress Tracking
Never lose track of where you are or what's next.
Track Your Progress
Get a personalized checklist for forming your Nonprofit in Delaware — and everything that comes after.
Get Your Free Checklist