How To Start A Nonprofit Organization in Delaware In 12 Steps

Work through these questions to craft your organization's purpose:

• What specific problem in your community will this organization address?
• Who are the people or groups you intend to serve?
• What programs, services, or activities will you carry out?
• How will you measure tangible progress within the first 6 to 12 months?

Establishing a funding strategy and initial budget early on is essential if you plan to run programs or raise donations. Your mission statement will anchor every step that follows—from Article 3 of your Certificate of Incorporation through your IRS Form 1023 application. Keep it sharp, specific, and grounded in community need.

Delaware Entity Types

Exempt Nonprofit Corporation (most common): Provides full liability protection for directors and officers. Filed with the Delaware Division of Corporations ($109 base fee). Best suited for the 501(c)(3) pathway. Exempt corporations are not subject to Delaware's annual franchise tax—though they must still file an annual report.

Nonstock Nonprofit Corporation: Used when the organization does not meet the criteria for exempt corporation status. No stock is issued, but the entity may be subject to Delaware's annual franchise tax. Less common for charitable organizations to pursue 501(c)(3) status.

For the Delaware Division of Corporations to accept your name, it must:

• Be clearly distinguishable from every other business or trust already on file in Delaware.
• Include at least one of the following words or an accepted abbreviation: association, company, corporation, club, foundation, fund, incorporated, institute, society, union, syndicate, or limited.
• Avoid restricted words like "bank," "university," or "trust" unless your activities are directly tied to those fields.
• Not suggest a false government affiliation or mislead the public about your activities.

Before submitting your Certificate, search the Delaware Division of Corporations name database to verify availability. You can also reserve your chosen name for 120 days by paying a $75 fee—a useful option if you need time to finalize formation documents. Securing a matching domain name early is equally important for donor outreach and credibility.

Formation structure is one of the first things the IRS evaluates. Incorporators authorize the creation of the legal entity; directors take on ongoing oversight responsibilities once the organization is operational.

Delaware Officer Requirements

The bylaws or board resolution establishes officer titles, roles, and terms. At a minimum, one officer must be responsible for maintaining meeting minutes and keeping a formal record book. Under Delaware law, two or more officer positions may be held by the same individual.

Key Steps

Recruit: While Delaware state law allows a single director, the IRS strongly recommends, and in practice expects, at least 3 unrelated individuals on the board to demonstrate independent governance for 501(c)(3) approval. Prioritize diverse expertise across finance, law, and the communities you serve.

Organizational Meeting (following incorporation): At this first board meeting, adopt bylaws, elect officers, authorize the EIN application, approve the opening of a bank account, and adopt a conflict of interest policy.

Document Everything: Record thorough minutes from every board meeting. IRS Form 1023 requires detailed evidence of governance activity, and complete documentation protects your organization if its governance is ever questioned.

Carefully drafted bylaws reduce the risk of board disputes, provide a governance roadmap for key decisions, and demonstrate to the IRS that your nonprofit is structured with accountability and long-term sustainability in mind.

What the Registered Agent Handles

• Service of process and legal notices
• State compliance correspondence and annual report reminders
• Official government filings and communications from the state

Key Requirements

• The registered agent must maintain a physical street address in Delaware—P.O. boxes are not permitted.
• They must be available during normal business hours to receive documents and forward them to your organization without delay.
• The agent may be a Delaware resident individual (18 or older) or a business entity authorized to operate in Delaware. If the nonprofit has an established physical presence in Delaware, it may designate itself as its own registered agent.

Your Options

1. Designate Your Own Registered Agent

A director, officer, or Delaware-based individual can serve in this role, but their street address becomes part of the public record associated with your organization.

2. Engage a Professional Registered Agent Service

Professional services protect your organization's privacy, ensure availability during all business hours, and typically include compliance tracking and document forwarding as part of an annual fee, the preferred option for most nonprofits.

Filing Details

Designate your registered agent within the Certificate of Incorporation at the time of filing ($109 base fee). Submit online through the Delaware Division of Corporations document filing portal or by mail or fax to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. To update your agent later, file a Certificate of Change of Registered Agent.

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What You Must Submit

File the Certificate of Incorporation for Exempt Corporation, available as a fillable PDF form on the Delaware Division of Corporations' website. A cover letter including your name or entity name, return address, and phone number is required when filing by mail. No separate docketing statement is needed. This filing legally establishes your organization as a distinct entity and must be completed before you can apply to the IRS for 501(c)(3) status.

Filing Details

• Base Filing Fee: $109 for a one-page document; $9 for each additional page.
• Expedite Options: Approximately 24 hours ($50), same-day ($100), approximately 2 hours ($500), 1 hour ($1,000).
• Submission Methods: Online via the Delaware Division of Corporations Document Filing Service; mail or fax to 401 Federal Street, Suite 4, Dover, DE 19901.
• Standard Processing Time: Approximately 3 weeks without expedited service.

An EIN is not reserved for organizations with employees; every nonprofit needs one, regardless of size or staffing levels.

Applying is entirely free and can be completed online in minutes, though even experienced founders benefit from professional guidance to avoid errors in entity type selection or responsible party designation that can delay the process.

Why Your Nonprofit Needs an EIN

Your EIN is required before you can:

• Open a dedicated nonprofit bank account
• Hire employees or process payroll
• File federal returns and information reports
• Apply for grants, contracts, or foundation funding
• Accept and formally receive charitable donations

Information Required for Application

Have the following ready:

• Legal name, principal address, and purpose from your Certificate of Incorporation
• Details for the responsible party, a principal officer or director who controls the organization's finances, along with their SSN or ITIN
• Entity type selection: Choose "Nonprofit Organization" (or "Church," if applicable)

How to Apply

Online (fastest and free): Use the IRS EIN tool at irs.gov, available Monday—Friday, 7 a.m.—10 p.m. ET. Your EIN is issued immediately upon completion. Navigate to "View Additional Types..." —9 "Nonprofit Organization."

Alternative Methods

• Form SS-4 by fax: 859-669-5760 (approximately 4 business days)
• Form SS-4 by mail: IRS, Cincinnati, OH 45999 (4—6 weeks)
• Phone: Reserved for international applicants only —9 267-941-1099, 6 a.m.—11 p.m. ET

After Receiving Your EIN

Put your EIN to use immediately for banking and your Form 1023 application. Save the IRS confirmation letter permanently—it will be requested by banks, grantors, and state agencies. Note that IRS internal systems may take up to 2 weeks to reflect a newly issued number. Delaware does not issue a separate state-level EIN.

Common 501(c) Paths

501(c)(3): Charitable, educational, and religious nonprofits. Apply using Form 1023 or Form 1023-EZ.

501(c)(4): Social welfare organizations. Apply using Form 1024-A.

Others: Trade associations, civic clubs, and similar organizations. Apply using Form 1024.

Key Points

Form 1023-EZ: Faster and simpler for organizations that qualify. Complete the IRS eligibility quiz at Pay.gov before selecting this route.

Form 1023: Required for larger or more complex organizations. File electronically via Pay.gov after your Certificate of Incorporation is filed and your EIN is in hand. The IRS estimates this application takes over 100 hours to prepare—professional support significantly improves first-attempt approval rates.

What You Will Typically Prepare

• Filed Certificate of Incorporation (with 501(c)(3) aligned purpose and dissolution clauses)
• Adopted bylaws and conflict of interest policy
• Financial projections or budgets, program narrative, and board roster reflecting at least 3 unrelated directors (IRS best practice for demonstrating independent governance)

The Determination Letter

Once the IRS approves your application, you will receive a Determination Letter confirming your tax-exempt status. This document is your gateway to grant funding, donor tax deductions, favorable banking terms, and Delaware's automatic state income tax exemption.

Ongoing requirement: File the appropriate IRS Form 990 annually to preserve your active tax-exempt status.

Steps to Open a Nonprofit Bank Account

Complete the following after your Certificate of Incorporation, EIN, and bylaws are finalized:

• Hold your organizational board meeting and adopt a resolution naming the authorized signers on the account.
• Gather required documents: Certificate of Incorporation, IRS EIN confirmation letter, adopted bylaws, board resolution, and valid government-issued ID for all authorized signers.
• Select a financial institution offering nonprofit or business checking with low or no monthly maintenance fees.

File Your Delaware Annual Report

Unlike many states that require periodic compliance filings every few years, Delaware mandates that all exempt nonprofit corporations file an annual report every single year.

The annual report must include the following:

• Principal place of business address (must be an actual address—not your registered agent's address)
• Current registered agent name and address on file with the state
• Names and addresses of all current directors and officers

Maintain Federal Compliance

File the appropriate IRS Form 990 variant annually—990-N (e-Postcard), 990-EZ, standard 990, or 990-PF depending on your organization's revenue size and type. The federal due date is the 15th day of the 5th month following the close of your fiscal year (May 15 for organizations on a calendar year).

Ongoing Obligations

Maintain accuracy in the following areas at all times to preserve your good standing

• Registered agent name and address on file with the Division of Corporations
• Board meeting minutes and officer records
• Adopted conflict of interest and document retention policies
• IRS exemption records and Delaware state filings

Consistent compliance protects your tax-exempt status, sustains donor confidence, and keeps your organization eligible for institutional grant funding.

State Income Tax — Automatic Exemption

Any organization granted federal tax-exempt status under IRS Section 501(c)(3) is automatically exempt from Delaware Corporate Income Tax. No separate state application, form, or exemption certificate is required. Your IRS Determination Letter serves as sufficient evidence of your exempt status.

Sales and Use Tax — Not Applicable

Delaware is one of only five states that levies no statewide sales or use tax. Your nonprofit will not need to apply for a sales tax exemption permit and will face no state-level sales tax on purchases, program activities, or fundraising transactions.

Division of Revenue Registration

Even though your nonprofit is exempt from most taxes, you are still required to register with the Delaware Division of Revenue using Form CRA (Combined Registration Application). This single form handles enrollment across multiple agencies:

Submit to: Delaware Division of Revenue (online or by mail)

Fee: Varies based on applicable registrations

Property Tax Exemption

Property tax in Delaware is administered at the county level, not by the state. If your organization owns real property, you must apply directly to your local county government for a charitable property tax exemption. This is entirely separate from your state and federal exemptions and is not granted automatically.

Most 501(c)(3) organizations can solicit contributions immediately after IRS approval, with no state registration required. However, specific disclosure obligations and limited local requirements do apply.

When Registration Is Required

Delaware imposes no statewide registration requirement for charitable solicitation. This applies equally to Delaware-based organizations and out-of-state nonprofits soliciting contributions from Delaware residents.

Disclosure Requirements (Mandatory for All Solicitations)

While registration is not required, 6 Del. C. §2591 et seq. imposes disclosure obligations on every organization that solicits donations in the state:

• The solicitor must identify themselves by name and disclose the organization on whose behalf funds are being collected.
• Donors have the right to ask, and must receive a truthful response, about how contributed funds will be divided between program activities and administrative costs.
• All state fraud laws apply in full; violations may result in civil or criminal prosecution.

Local Registration (In-Person Solicitation)

Some Delaware counties and municipalities may require charities conducting in-person or door-to-door fundraising to register locally before beginning that activity. This varies by jurisdiction and is separate from any state-level requirement.

Exempt: All standard 501(c)(3) public charities, churches, schools, and hospitals from statewide registration. No IRS letters, financial attachments, or state filings are required to begin fundraising in Delaware.

Fundraising Outside Delaware

If your organization solicits donations from residents of other states—including through websites, email campaigns, or social media reaching a national audience—those states may require their own separate charitable solicitation registration. Delaware's exemption applies only within Delaware's borders.