The first step to forming a Delaware non-profit is to secure a unique name that follows the state’s naming statues including:
If needed, you can file a Name Reservation Application with the DE Division of Corps to reserve the name for 120 days as well.
Filing Fee: $75
Appoint a Delaware Registered Agent is the next step you should take as they’re legally required for a great many things, specifically they become your registered office where all important legal notices and other paperwork are sent. Your agent provides process of service in this respect, so they must be either a registered citizen of Delaware or a registered business entity able to conduct business in the state.
It’s also important they hold regular and reliable business days/hours so there aren’t any delays. That said, you can hire an outside professional and spend up to $160/yr, or get a registered agent free of charge for the first year when you Incorporate with IncFile or CorpNet. It’s a service we highly recommend to new non-profits that need help but can’t afford legal assistance.
In Delaware your non-profit must have at least one Incorporator (doesn’t need to reside in DE and can be a person, partnership, association or corporation), and yes you can have more than one, who is responsible for executing your certificate (Step 5) with the state. You’ll also need to select a minimum of one initial Directors (human only) to officially oversee the forming of the non-profit until you’ve properly elected directors in your first board meeting.
It’s up to you and your initial directors whether they should be named in the Articles/bylaws. It may be helpful to bookmark this Delaware PDF “Volunteerism 101” which addresses board of director recruitment on pg. 5. Again, if this part and the corporate formalities are confusing don’t hesitate to reach out to a non-profit professional or incorporation service!
These are the operations and procedures that will govern your non-profit organization, some of which will be stated in your Certificate of Incorporation, for example how to handle assets upon dissolution. Some of the issues covered should include:
To get started, check out this savvy Corporate Bylaws Template with an example that you can customize yourself. Also, the Delaware corporate code Title 8. Chapter 1. Subchapter 1. has all the specifics of formation that you may find very helpful.
Once you and your team are ready, have your incorporators execute the Non-Stock Corporation Certificate of Incorporation, or the Exempt Corporation Certificate of Incorporation, which are both relatively short and concise document that comes with basic instructions and filing fee information.
Just be sure you do not attempt to file either of these official documents with the state until you and your board are ready not only in terms of registered agent, incorporators, directors, name, etc., but also ready to take the next steps afterwards.
Filing Fee: $89 + $9 for Additional Pages + optional $50-$1000 Expedition Fees
This isn’t mandatory or required by law by any means, but records books in the incorporated world are pretty much par for the course. They’re usually very nice and formal looking binders or books, and they contain copies of critical paperwork like contracts, meeting minutes, annual reports/taxes, and so forth. Highly recommended.
To get one for your non-profit you can grab a quality records book at any nearby office supply store, order them online through Amazon, or get a professional Corporate Kit which let you brand the book/slip case, provide blank certificates, and more for as little as $99.
Let’s look directly at section LawforChange’s breakdown on Delaware Non-Profit Corporations:
“Once the nonprofit nonstock corporation has been established, the initial members of the governing body, if named in the certificate of incorporation, should hold an organizational meeting, either in person or by consent, to ratify the acts in connection with the initial formation of the corporation and adopt bylaws.”
So basically these are your non-profits rules, which you’re required to set forth and document and adhere to in order to maintain your exempt status and build a successful platform. To begin, you could use this savvy Corporate Bylaws Template.
Whether you intend on hiring paid employees or not, you’ve got to process taxes each year. And in order to do that you need an EIN, or Employer Identification Number (also called TIN) which is currently assigned by the Internal Revenue Service. It also makes it possible to get certain licenses/permits and open up an official bank account in Step 10.
That said, you can get one quickly, easily and free of charge by applying online through the IRS Website.
Now it’s time to ensure compliance on local, state, and federal levels and apply for exemptions in the process. Do keep in mind your non-profit will be subject to conventional gambling laws.
Also, because of the many financial services and mutually beneficial relationships you can build, also feel free to bookmark the Wilmington Small Business Admin office & the Division of Corp’s Business Services website.
If you haven’t already elected/appointed a CFO or treasurer who’s qualified to handle this and aren’t sure where to start building your non-profit’s financial foundation, please take a couple minutes to read through the Top 10 Checking Accounts for Non-Profits. There’s really two parts to the big picture moral of the story here:
Start small, and do your research between local, state, and national banks as well as credit unions. This isn’t a light choice to make, but will have a tremendous impact on the first few years building your initiative.
Without very precise planning/strategy it’s likely you’ll a) lose your exempt status and b) find it incredibly difficult to attract the kind of supporters it takes to really grow a non-profit into an organization with serious impact. That being said, these days there’s amazing software solutions that simplify the process for those of us without MBAs.
If you need help putting a solid plan together, we highly recommend a tool called LivePlan. The software will walk you through the planning process in half the time it normally takes.
If you don’t already have a website published, it’s time to get started. Not having a website really isn’t an option anymore and if this is all brand new to you, you’ll be surprised how affordable it can be. Our most valuable bit of advice here is:
Note that this article on how to form a non-profit organization in Delaware isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form a non-profit organization in Delaware or business in general, please consult with a lawyer or other accredited professional.