How to Start a Nonprofit Corporation in Delaware (2024 Guide)


Steve Bennett
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Start a Nonprofit Corporation in Delaware

If you would like to form a corporation in Delaware, you should also consider starting a nonprofit corporation since it plays a crucial role in our society, addressing a wide range of community needs and positively impacting countless lives. Starting a nonprofit corporation in Delaware can be rewarding, but it requires careful planning, dedication, and a thorough understanding of the various legal and financial requirements.

This comprehensive guide will walk you through Starting a Nonprofit Corporation in Delaware, from initial planning to ongoing compliance, so that you can make a meaningful difference in your community.

If you want to know more about nonprofit corporations, you may read the whole article until the end, which the Webinarcare Editorial Team had thorough research. Before starting a nonprofit corporation in Delaware, you must cross-check all the factors and be guided by the steps.

What is a Nonprofit Corporation?

A nonprofit corporation is a legal entity formed under a given state’s specific laws and regulations in the United States. It is created to serve a public or mutual benefit rather than generating profits for its owners or shareholders. Nonprofit corporations typically operate in education, healthcare, social services, arts and culture, and environmental conservation.

In a nonprofit corporation, any surplus income the organization generates is reinvested into its programs and services rather than distributed to shareholders or members. This allows nonprofits to focus on fulfilling their mission and addressing community needs without the pressure to maximize profits.

An example of a nonprofit corporation in Delaware is The Food Bank of Delaware – Aims to eliminate hunger in the state by distributing food and providing community outreach..

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Steps on How to Start a Nonprofit Corporation in Delaware

To start a nonprofit corporation in Delaware, you must follow the below steps that, include research and planning, choosing a corporate name, appointing directors, filing for Certificate of Incorporation, creating corporate bylaws, holding the initial board of directors, issuing stock, obtaining required licenses and permits, registering with state tax agencies, Annual reporting and ongoing compliance. All these steps are basic ones. It can be changed depending on the type of corporation you form and the nature of your business.

Step 1: Research and Planning

Before starting your nonprofit corporation in Delaware, you must research and plan. This stage is critical to the success of your nonprofit, as it will help you refine your mission, identify potential supporters, and avoid pitfalls. By conducting thorough research and developing a well-informed plan, you can establish a nonprofit corporation that makes a real difference in the lives of those you serve.

Step 2: Choose a Name for the Nonprofit

Once you have a clear vision for your Delaware nonprofit corporation, it’s time to choose a name. Your organization’s name should be unique, memorable, and reflective of your mission and purpose. Follow these steps to choose and register your nonprofit’s name in Delaware:

Consider the Mission and Purpose when Choosing the Name

Your nonprofit’s name should be closely tied to its mission and purpose, making it clear to potential supporters what your organization is about. Choose a name that is meaningful and easy to remember, as this will help with marketing and fundraising efforts.

Check for Name Availability with the Delaware Secretary of State

Before registering your nonprofit’s name, you must ensure another organization still needs to use it in Delaware. You can do this by checking the Delaware Secretary of State ‘s online database or contacting their office directly.

Register the Name

Depending on your Delaware ‘s requirements, you may need to register your nonprofit’s name with the Secretary of State. This typically involves completing a name reservation of 120 days or registration form and paying an online reservation fee of Not available, and mail reservation fee of $75. Be sure to follow your state’s specific guidelines and procedures for name registration.

To check the availability of your desired corporate name, you can search the Delaware Secretary of State’s business name database and Delaware Business Name Search.

If your nonprofit corporation plans to operate under a name other than its legal name, you may also need to register a fictitious or “doing business as” (DBA) name.

The DBA filing can be done by two methods, by mail and in person, which costs around $25. In addition, the DBA’s validity in Delaware is Indefinite, which you can file in Delaware Secretary of State.

You can check out How to File a DBA in Delaware for clearer understanding.

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Step 3: Hire a Registered Agent

Hiring a Registered Agent is essential in starting a nonprofit corporation. Registered Agent is a person or company responsible for receiving important legal documents, tax notices, and other correspondence for your nonprofit corporation. They ensure that your nonprofit corporation remains compliant with state regulations and requirements. There are Delaware Registered Agent Services to check in forming Delaware Nonprofit Corporation.

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Step 4: Establish Governance and Bylaws

With your nonprofit’s name in place, it’s time to establish your organization’s governance structure and create bylaws. These important documents will outline how your nonprofit will be run, including the roles and responsibilities of board members, the decision-making process, and the procedures for managing finances and record-keeping.

  • Choose the Initial Board of Directors: Your nonprofit’s board of directors will guide your organization’s activities and ensure its long-term success. Choose individuals passionate about your mission, bring diverse skills and expertise to the table, and are willing to commit the time and effort needed to fulfill their responsibilities as board members. In Delaware, you need to have at least One directors for you to operate a nonprofit corporation.
  • Create Bylaws: Your bylaws are the governing document for your nonprofit, outlining the roles and responsibilities of board members, the decision-making process, and the procedures for managing finances and record-keeping. Be sure to cover board meetings, voting, committees, officer positions, conflicts of interest, and amendment procedures. Your bylaws should be tailored to your organization’s needs and requirements and developed in consultation with an attorney experienced in nonprofit law.
  • Hold the First Board Meeting: Once your bylaws have been drafted, hold your first board meeting to review and approve them. This meeting should also include the election of officers, such as the president, vice president, secretary, and treasurer. Be sure to document the meeting’s discussions and decisions in meeting minutes, as these records will be important for maintaining your nonprofit’s legal compliance.

Step 5: Incorporate the Nonprofit

The next step in starting your Delaware nonprofit corporation is to formally incorporate your organization with the Delaware Secretary of State. Incorporation establishes your nonprofit as a separate legal entity and provides limited liability protection for its board members and officers. To incorporate your nonprofit, follow these steps:

Prepare the Certificate of Incorporation

The Certificate of Incorporation is the legal document formally establishing your nonprofit corporation. This document should include your organization’s name, purpose, Registered Agent, and principal office address. Be sure to follow your state’s specific requirements for the content and format of the Certificate of Incorporation.

File the Certificate of Incorporation

Once your Certificate of Incorporation is complete, please submit them to the Delaware Secretary of State’s office, along with any required filing fees. The filing process may vary depending on your state, but it typically involves mailing or submitting the documents online. Keep a copy of the filed Certificate of Incorporation for your records.

Filing Certificate of Incorporation in Delaware may be done with three ways, online, by mail and fax. The Certificate of Incorporation fee may vary from different state. However, in Delaware, it costs $89 for filing online, fax and by mail.

  • Online Filing: Get the online form from Secretary of State, fill it up, and submit. Don’t refresh the page during the process. It will erase everything.
  • Offline filing: Send the form by mail to Delaware Division of Corporations, 401 Federal Street, Suite 4 Dover, DE 19901 or Fax it to 302-739-3812

Step 6: Apply for State and Federal Tax Exemptions

Your organization may be eligible for state and federal tax exemptions as a nonprofit corporation. Obtaining tax-exempt status can save your nonprofit money and make it more attractive to potential donors. To apply for tax exemptions, follow these steps:

Obtain an Employer Identification Number (EIN)

An EIN in Delaware is a unique number the Internal Revenue Service (IRS) assigns to your organization. You’ll need this number to apply for tax-exempt status and open a bank account for your nonprofit. You can obtain an EIN by completing the online application on the IRS website or submitting Form SS-4 by mail or fax.

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Apply for Federal Tax-Exempt Status (501(c)(3))

To apply for federal tax-exempt status, you’ll need to complete and submit Form 1023 or Form 1023-EZ, depending on the size and complexity of your organization. This application requires detailed information about your nonprofit’s finances, governance, and programs. Be prepared to provide supporting documentation, including your bylaws, Certificate of Incorporation, and financial projections. You’ll also need to pay a filing fee, which varies depending on the size of your organization and the form you submit.

Apply for Delaware Tax-Exempt Status

In addition to federal tax-exempt status, your nonprofit may be eligible for state tax exemptions. The process for applying for state tax-exempt status varies by state, so research your specific state’s requirements and procedures. This may involve submitting additional forms, documentation, and fees to the Delaware Division of Revenue.

Step 7: Obtain the Necessary Licenses and Permits

Depending on your nonprofit’s activities and location, you may need to obtain various licenses and permits to operate legally—research local, state, and federal requirements and apply for any necessary licenses and permits. Be sure to maintain compliance by renewing licenses and permits as needed and staying up-to-date on any regulation changes.

Step 8: Develop a Fundraising Plan and Strategy

Fundraising is critical to the success of your Delaware nonprofit corporation, providing the financial resources needed to carry out your mission and programs. Develop a comprehensive fundraising plan that outlines your goals, strategies, and timelines for raising funds. This plan should include various funding sources, such as grants, donations, and special events. Create marketing materials and strategies to promote your nonprofit’s fundraising efforts and engage potential supporters.

Step 9: Open a Bank Account for the Nonprofit

With your legal and financial foundations in place, it’s time to open a bank account for your nonprofit corporation. Choose a bank that offers services tailored to nonprofits and provides the features and support your organization needs. To open an account, you’ll typically need to provide your EIN, Certificate of Incorporation, bylaws, and a resolution authorizing the account opening. Establish proper financial controls and procedures to ensure responsible management of the organization’s funds.

You can check out the Delaware Best Banks to know which bank will suit your nonprofit corporation.

Step 10: Establish Record-Keeping Systems

Effective record-keeping and reporting are essential for maintaining your nonprofit’s legal and financial compliance and demonstrating transparency and accountability to your supporters. Set up systems for tracking financial transactions, maintaining records of your organization’s activities, and reporting to the IRS, state, and other relevant agencies. Stay up-to-date on reporting requirements and deadlines to ensure your nonprofit remains in good standing. Hiring a CPA in Delaware for this reporting system is best.

Step 11: Launch and Promote the Nonprofit

With your Delaware nonprofit corporation officially established and your financial and legal foundations in place, it’s time to launch your organization and begin making a difference in your community. Develop a marketing plan to promote your nonprofit’s mission and services, including creating a website, social media presence, and other marketing materials. Network with other nonprofits, community organizations, and stakeholders to build partnerships and collaborations to strengthen your organization’s impact.

Step 12: Ongoing Compliance and Management

Starting a nonprofit corporation is just the beginning – maintaining your organization’s legal and financial compliance is an ongoing responsibility. Stay informed about changes in nonprofit laws and regulations, file required Annual Reports and financial statements, and regularly review and update your bylaws, policies, and procedures as needed. Foster positive relationships with board members, volunteers, and supporters to ensure your nonprofit’s continued success.

Cost of Forming a Nonprofit Corporation in Delaware

In forming a nonprofit corporation in Delaware, the filing and Annual fees must be paid. Without it, your nonprofit corporation won’t operate. In Delaware, the nonprofit costs $89 for filing online, fax and by mail, and should file an Annual Report. You should ensure you comply with all the necessary fees and costs so your Delaware nonprofit corporation will run successfully and smoothly.

Is Forming a Nonprofit Corporation in Delaware Worth It?

Forming a nonprofit corporation in Delaware can be worth it if you are dedicated to a specific cause and prepared to meet the challenges and responsibilities of running a nonprofit organization. It is essential to carefully consider your goals and resources and consult with a Business Attorney in Delaware or other professionals experienced in nonprofit formation and management to ensure that you are making the best decision for your situation.

FAQs

What is a non-profit corporation?
A non-profit corporation is an organization that uses its profits and resources to fulfill a specific charitable, humanitarian, or social cause.
How do I know if my cause is eligible for non-profit status in Delaware?
To be eligible for non-profit status in Delaware, your cause must be government-recognized as a charitable, educational, scientific, religious, or literary organization.
What are the benefits of starting a non-profit in Delaware?
Delaware offers several benefits to non-profits, including a tax-free environment for organizations that are registered there, relatively low fees for the incorporation process, and straightforward regulatory requirements.
What are the steps involved in starting a non-profit corporation in Delaware?
The process involves incorporating with the Delaware Division of Corporations by filing articles of incorporation, appointing board members, holding meetings of the board, applying for an EIN, and applying for tax exemption.
Do I need to have a physical address in Delaware to incorporate there?
No, you don’t necessarily need to have a physical address in Delaware to incorporate there, but you must have a registered agent in the state to act on your behalf.
How much does it cost to incorporate a non-profit corporation in Delaware?
The filing fee for articles of incorporation is currently $89 in Delaware, though there may be additional costs associated with hiring a registered agent or lawyers.
What is the difference between a non-profit corporation and a charity?
Charity is a type of non-profit organization, and while all charities are non-profit corporations, not all non-profit corporations are charities.
Can my non-profit raise funds in Delaware even if we don’t incorporate there?
Yes, your non-profit can raise funds in Delaware without incorporating there, but you should still make sure you comply with local regulations regarding fundraising activities.
What are the annual reporting requirements for non-profits in Delaware?
Non-profits in Delaware are required to submit an annual report with the Delaware Division of Corporations which includes information on board members, operational costs, income, and tax-exempt status.
What kind of records does my non-profit need to keep in Delaware?
Your non-profit needs to keep records of financial transactions including fundraising activities, board activity, and meeting minutes.
How can I explore partnership opportunities for my non-profit in Delaware?
You can contact other non-profit and community organizations that align with your mission in Delaware to discuss potential partnerships.
What is the tax-exempt status for non-profit corporations in Delaware?
Non-profits in Delaware can be tax-exempt under section 501(c)3 of the Internal Revenue Code, which means that as long as they meet certain requirements, they are not required to pay income taxes.
How long does it take to get tax exempt status for a non-profit in Delaware?
The IRS can take up to six months or more to process applications for tax exemption for non-profits in Delaware.
Can I register my non-profit online in Delaware?
Yes, you can complete the incorporation process online through the Delaware Division of Corporations website.
Do I need to file a DBA if my non-profit operates under a different name than its formal registered name?
No, a DBA is not necessary, but your non-profit should file a name reservation request to ensure that the name is not already in use when incorporating.
How many board members must a non-profit have in Delaware?
There is no specific number of board members that a non-profit corporation in Delaware must have, but it must have at least one director.
How old do I need to be to incorporate a non-profit in Delaware?
There is no age requirement for incorporating a non-profit corporation in Delaware.
What is the process for appointing board members for a non-profit corporation in Delaware?
The process for appointing board members involves selecting individuals who will meet regularly, vote, and organize others to serve the mission of the non-profit.
Can a non-profit corporation merge with another entity in Delaware?
Yes, non-profit corporations can merge with other non-profit corporations or for-profit organizations in Delaware.
What types of activities require a special permit for non-profits in Delaware?
Some activities that require a special permit for non-profits in Delaware include professional charitable, fundraising, and soliciting activities.
Can a non-profit corporation provide paid employment opportunities in Delaware?
Yes, a non-profit corporation in Delaware can provide paid employment opportunities, but they must fulfill necessary requirements such as minimum wage and tax withholdings.
Can a non-profit corporation distribute its surplus revenues to employees and board members in Delaware?
No, a non-profit corporation in Delaware cannot distribute surplus revenue to employees or board members, but they can be reimbursed for work-related expenses.
How do I qualify as a tax-exempt organization in Delaware?
A non-profit corporation in Delaware must file a form 1023 with the IRS to apply for tax-exempt status as a 501(c)3 organization.
How long does my non-profit have to be in operation before it can receive tax exemption status in Delaware?
There is no specific amount of time, but a non-profit corporation must be able to prove that it operates in accordance with its charitable, educational, or social cause and has established a 501(c)3 status for minimum of three years.
What are the penalties for non-compliance with Delaware non-profit regulations?
The penalties for non-compliance can include fines, revoking tax-exempt status, and even imprisonment for Non-Profit Directors who violate state and federal regulations.
Who qualifies as a beneficial owner for non-profit corporations in Delaware?
Persons who have directly or indirectly 25% or more interest usually qualify as beneficial owner for non-profit corporations in Delaware.
Are filing fees refunded for non-profit corporations whose status as a corporation formation is refused?
No, Filing fees are not refunded by Delaware Division of Corporations so it makes sense to consult a professional before incorporating to reduce your chances of rejection.
Can a non-profit fundraise through social media in Delaware?
Yes, non-profit can fundraise through social media in Delaware, but they should make sure to comply with state and federal regulations regarding fundraising legalized activities and ensure that online donations are securely managed and recorded when made.
Why should I start a non-profit corporation in Delaware?
Delaware offers favorable laws and regulations for non-profit corporations, including no state income tax on IRS-exempt income and no sales tax on purchases made for non-profit purposes.
How do I incorporate a non-profit in Delaware?
To create a non-profit corporation in Delaware, you need to file articles of incorporation with the Delaware Division of Corporations.
How much does it cost to incorporate a non-profit in Delaware?
The Delaware filing fee for incorporating a non-profit is $89. Other fees may apply depending on the services you need.
Does Delaware have any specific requirements for non-profit corporations?
Yes, Delaware requires that non-profit corporations have a registered agent with a physical address in the state.
What is a registered agent?
A registered agent is a person or company that is designated to receive important legal and tax documents on behalf of a corporation.
Can I be my own registered agent?
Yes, you can serve as your own registered agent if you have a physical address in Delaware.
What is the process for selecting a registered agent?
You can choose your own registered agent or use a professional service, such as a lawyer or incorporation company.
Can a non-profit corporation get tax-exempt status?
Yes, non-profit corporations can apply for tax-exempt status with the IRS if they meet certain requirements.
What are the benefits of tax-exempt status for a non-profit corporation?
Tax-exempt status allows non-profit corporations to avoid paying federal income tax and certain state taxes.
Does getting tax-exempt status guarantee funding for my non-profit?
No, tax-exempt status does not guarantee funding or grant opportunities for your non-profit.
Do I need to have a board of directors for my non-profit corporation?
Yes, non-profit corporations are required to have a board of directors to govern and oversee the organization.
How many people should be on my non-profit corporation’s board of directors?
Your non-profit corporation’s board of directors should have at least three members.
Can I be on the board of directors for my own non-profit corporation?
Yes, you can serve on your non-profit corporation’s board of directors.
What are the responsibilities of a non-profit corporation’s board of directors?
The board of directors is responsible for overseeing the non-profit corporation’s operations and ensuring that it operates in compliance with its mission and state and federal laws.
Do I need to file annual reports for my non-profit corporation in Delaware?
Yes, non-profit corporations in Delaware are required to file an annual report with the Division of Corporations and renew their business license each year.
How long does it take to incorporate a non-profit corporation in Delaware?
Incorporating a non-profit corporation in Delaware can take several weeks to process, depending on the specifics of your situation.
Can I change the name of my non-profit corporation after incorporating?
Yes, you can change the name of your non-profit corporation by filing an amendment to your articles of incorporation with the Delaware Division of Corporations.
Are non-profit corporations required to have bylaws?
Yes, almost all non-profit corporations are required to have bylaws, which are the rules that govern the operations and decision-making of the organization.
Do I need to have a business address in Delaware to incorporate a non-profit?
No, you do not need to have a business address in Delaware to incorporate a non-profit corporation.
What should I include in my non-profit corporation’s articles of incorporation?
Your articles of incorporation should include the corporation’s name, purpose, registered agent, and any other specific requirements needed for the state of Delaware.
What happens if my non-profit corporation fails to meet its annual reporting requirements?
Failing to meet annual reporting requirements can result in fees and penalties, and even the revocation of your non-profit status.
Can a non-profit corporation pay its officers and directors?
Yes, non-profit corporations can pay their officers and directors in certain circumstances, such as for certain services or reimbursements for expenses.
How do I know if my non-profit corporation needs to register as a charity in Delaware?
If your non-profit corporation raises funds from third parties, it may be required to register as a charity with the Department of Justice’s Charitable Solicitations Section.
What is a board resolution and do I need one for my non-profit corporation?
A board resolution is a formal statement expressing the official position of a corporation or non-profit organization. You may need a board resolution to authorize certain actions or decisions.
Can amendments be made to my non-profit corporation’s bylaws?
Yes, non-profit corporations can make amendments to their bylaws with proper notice and approval from the board of directors.
Do non-profit corporations need insurance?
Yes, non-profit corporations often need various types of insurance, including liability and property insurance.
How can I get more information and resources for incorporating a non-profit in Delaware?
You can find more information and resources on incorporating a non-profit in Delaware from the Division of Corporations or a non-profit incorporation service provider.

Also Read

Why You Should Start Delaware Nonprofit

There are countless reasons why starting a Delaware nonprofit is an excellent idea. One of the most compelling reasons is that it allows you to officially dedicate yourself to a cause that you care about deeply. By establishing a nonprofit organization, you are signaling to the world that you are committed to making a positive change and working towards a better future for your community.

In addition, running a nonprofit gives you the opportunity to bring people together and mobilize resources for a common goal. Nonprofits have a unique ability to unite individuals from diverse backgrounds and create a sense of collective purpose and shared mission. By creating a nonprofit in Delaware, you have the chance to build a community of like-minded individuals who are all dedicated to making a difference.

Starting a nonprofit in Delaware also provides you with the opportunity to access a range of resources and support systems that can help you achieve your goals. Delaware is known for its robust nonprofit sector and supportive environment for social entrepreneurs. From networking opportunities to funding support to legal assistance, there are a wealth of resources available to help you get your nonprofit off the ground and ensure its long-term success.

Another benefit of starting a nonprofit in Delaware is the opportunity to tap into the state’s strong sense of community and civic engagement. Delawareans are passionate about giving back to their communities and supporting causes that improve the lives of others. By starting a nonprofit in Delaware, you can become a part of this vibrant social sector and contribute to the state’s longstanding tradition of philanthropy and volunteerism.

Moreover, starting a nonprofit in Delaware can also provide you with a sense of personal fulfillment and satisfaction. There is something deeply rewarding about knowing that you are making a difference in the world and leaving a lasting impact on your community. Whether you are passionate about environmental conservation, social justice, education, or any other cause, starting a nonprofit in Delaware can give you the opportunity to pursue your passion and create positive change.

In conclusion, if you have a cause that you are passionate about and a desire to make a difference in your community, starting a nonprofit in Delaware may be the perfect path for you. By establishing a nonprofit organization, you can dedicate yourself to a cause you care about, bring people together for a common goal, access resources and support systems, tap into Delaware’s strong tradition of community engagement, and find personal fulfillment and satisfaction in the process. So why wait? Start your Delaware nonprofit today and begin making a positive impact on the world around you.

Conclusion

Starting a nonprofit corporation is a rewarding and challenging endeavor that requires careful planning, dedication, and a thorough understanding of the various legal and financial requirements. By following the steps outlined in this comprehensive guide, you’ll be well on your way to creating a nonprofit that makes a meaningful difference in your community. As you embark on this journey, remember to stay focused on your mission and your organization’s impact on the lives of those you serve. Never underestimate the power of a passionate, committed team working together to improve the world.

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