Are you looking to start a nonprofit corporation in Delaware, but you’re not entirely familiar with how the formation process works?
Forming a nonprofit organization can have some tricky compliance requirements, and you don’t want to risk making any mistakes during this process. In this guide, we’ll discuss all the relevant details of forming a nonprofit corporation in Delaware.
To get started, please reference our 11-step guide below or hire a professional online incorporation service to get started.
How to Form a Delaware Nonprofit Corporation (in 11 Steps)
1) Name Your Nonprofit
The first step for forming a nonprofit organization in any state is to come up with a strong name for it. Remember that the name of your nonprofit is often your best opportunity to make a good first impression with people, and you should clearly describe your organization’s mission in your name.
Before you become too attached to one name idea, you should run a General Information Name Search on the Delaware state website. This will tell you if someone else is already using your desired name, or if it’s available for your nonprofit to use.
2) Designate an Incorporator and an Initial Board of Directors
The incorporator is the person who is responsible for preparing, signing, and filing your nonprofit’s Articles of Incorporation. This document is the form that officially creates your organization with the state of Delaware.
At this time, you should also choose your initial board of directors.
In Delaware, you are required to have at least one person on your initial board.
3) Designate a Registered Agent
Delaware nonprofit corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Incorporation.
Who Can Be My Registered Agent? A registered agent must have a physical address within the state of Delaware where mail and legal notices can be served during regular business hours. You can hire a service to act as your registered agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The Delaware Secretary of State says that,
The legal requirements to be a Registered Agent in Delaware are to maintain a street address and office located in Delaware and be open during normal business hours for the purpose of accepting service of process.”
We recommend hiring a professional registered agent service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or corporate or personal address off the public record.
4) File the Certificate of Incorporation
The official document required to form your nonprofit corporation with the state of Delaware is the Certificate of Incorporation.
This one-page document includes all of the vital information describing the organizational structure of your nonprofit, including the following information:
- Name of your nonprofit corporation
- Address of your registered office
- Name of your registered agent
- Purpose of your nonprofit
- Conditions of membership for your corporation
- Name and address of the incorporator
Once you’ve finished filling out this form, you’ll need to write a check for $89 (you’ll need to pay $9 for each additional page filed) and mail it along with your Certificate of Incorporation to the following address:
Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
The Delaware Secretary of State typically processes nonprofit corporation formations within 5-10 business days of receiving your certificate. This processing time assumes that all of your information has been filed correctly.
5) Acquire an EIN
According to the IRS, every nonprofit corporation should obtain a federal tax ID number, otherwise known as an employer identification number (EIN).
The EIN enables your nonprofit to hire employees, open business bank accounts, and file for 501(c)(3) tax exempt status. The process to acquire an EIN is quite simple, and includes the preparation and filing of one simple form. Obtaining an EIN is also free.
6) Establish Bylaws and a Conflict of Interest Policy
Think of the bylaws as a governing document for how your nonprofit corporation will be operated. Bylaws outline procedures for things like holding meetings, outlining your membership structure, defining your corporate purpose, describing the responsibilities of your board of directors, and other important details.
A conflict of interest arises when a contributor to your nonprofit has personal interests that compete with those of your corporation.
The conflict of interest policy protects your nonprofit in these situations. It includes a duty to disclose clause that says anyone involved with your nonprofit must disclose any financial interests and material facts to your directors. It also outlines procedures for addressing conflicts of interest if they ever arise.
7) Hold an Initial Meeting and Establish Your Corporate Record
At this point, you’re ready to hold an initial organizational meeting with your board of directors. At this important meeting, you need to elect directors and officers, approve the bylaws and conflict of interest policy, and adopt resolutions.
As with any meeting of your nonprofit corporation, you should take detailed notes of everything that takes place. This documentation can then become part of your corporate record, which is a permanent written record of all important organizational decisions.
8) File for Delaware Tax Exemption
Some nonprofit entities in Delaware can apply for tax exempt status. There are two types in Delaware: exemption from the state’s gross receipt taxes (less common exemption options) and a certificate of tax clearance. The tax clearance certificate applies to the state’s corporate taxes. To get this status, you’ll need to submit your request for a certificate to the state. You’ll need to include your corporation name, state of incorporation, and your federal identification number with the request. For more information on this important step, the Delaware Division of Revenue can help.
9) Register for Charitable Fundraising
In Delaware, nonprofit corporations are not required to register with a government agency in order to raise funds for their cause. That said, there are some requirements for how you disclose information about the donations you receive. You can learn more about your obligations here.
10) Obtain Business Licenses and Permits
Delaware requires a general business license that applies to all companies operating in the state. You can get it with Delaware’s One Stop. There are also hundreds of industry-specific permits and licenses that you may need to acquire for your organization.
For one, Delaware upholds the licensing requirements of any federally-regulated industries. Check here to determine if your business must be licensed by a federal agency.
You’ll also want to take a look at the state’s list of professional permits and licenses to determine if any of them will apply to your nonprofit corporation.
Your city or county may also require general business licenses. Here some of the largest cities in Delaware which require local licenses:
11) Acquire Insurance
Every business with employees located in the state of Delaware is required by law to obtain two different kinds of insurance policies: workers’ compensation and unemployment insurance.
You can learn more about these insurance types and how they apply to Delaware businesses by visiting the Division of Unemployment Insurance and/or Division of Industrial Affairs websites. No matter what line of business your nonprofit is in, you need these policies.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance, but these are not legally required.
Where Can I Find Help for My Delaware Nonprofit?
The process of forming and maintaining nonprofit corporations can be tricky, no matter which state you’re located. Fortunately, there are great resources in Delaware to help you out in case you get stuck.
As for the state of Delaware, if you require assistance, you can always turn to the Delaware Alliance for Nonprofit Advancement. In their own words, the Alliance is “committed to enhancing and strengthening the nonprofit sector by providing low cost education, consulting, and advocacy support for nonprofit leaders and boards of directors.” The Alliance does require membership, but joining grants you several advantages, including insurance solutions, retirement options, and more, so joining will be worth your while.
In addition, if you would rather hire a service to incorporate your nonprofit for you, that’s an option as well. There are plenty of services that can handle much of the formation process, leaving you more time to focus on the actual operation of your nonprofit corporation.
These service providers (like Northwest Registered Agent) also offer valuable and convenient bonus features, like the inclusion of a full year of registered agent service with the purchase of a nonprofit formation package. They can save you a considerable amount of hassle, and all without costing an arm and a leg.
As you can see, there are quite a few crucial steps that you’ll need to take if you want to form a compliant nonprofit corporation in the state of Delaware. However, it’s important to remember that if you need help at any time, it is available to you ― you don’t need to DIY the entire process.
We hope this guide helped you understand the details of the Delaware nonprofit corporation process, and we wish you the best of luck with your new charitable organization!