Starting a nonprofit organization in Delaware is easy
To start a Delaware 501(c)(3) nonprofit organization, you'll need to first register a nonprofit corporation with the state of Delaware, and then apply for tax exempt status under section 501(c)(3) with the Internal Revenue Service.
Step 1: Name Your Delaware Nonprofit
The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules for naming in your state.
Delaware Nonprofit Naming Guidelines
The name you pick for your organization must:
- Be distinguishable from other organizations in the state of Delaware.
- Include an appropriate suffix depending on the nature of your organization: Company, Club, Foundation, Society, etc.
You can read the State of Delaware's official guidelines for the complete rules on naming a Delaware-based organization.
To learn more, read our How to Name a Delaware Nonprofit guide.
Not sure what to name your business? Check out our Business Name Generator.
Is the URL available?
We recommend that you check online to see if your business name is available as a web domain. Even if you don't plan to create a business website today, you may want to buy the URL in order to prevent others from acquiring it.
Find a Domain Now
Now that you have verified your name and secured the URL you may select a professional service to complete the nonprofit formation process for you.
We recommend: Northwest ($29 + state fee)
Step 2: Appoint a Delaware Registered Agent
A nonprofit corporation in Delaware is required to have a registered agent with a Delaware address.
What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.
Northwest provides the first year of registered agent service free with nonprofit formation ($29 + State Fees)
To learn more, read our How To Pick a Delaware Registered Agent guide.
Step 3: Select Your Board Members and Officers
The directors of a nonprofit are responsible for overseeing the operations of the organization. The directors come together to form a board.
The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.
Together, the officers and the board will come together to make up the organizational structure of your nonprofit.
To be eligible for 501(c)(3) status, the organization structure of your Delaware nonprofit corporation MUST include:
- At least 3 directors not related to each other
- A president
- A secretary
NOTE: One individual may hold multiple offices.
To learn more, read our guide on How to Select Board Members for Your Delaware Nonprofit.
Step 4: Delaware Certificate of Incorporation
To become a nonprofit corporation in Delaware you can use the State of Delaware sample certificate of incorporation for an exempt corporation as a guide to draft your own Certificate of Incorporation.
In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:
- Testing for public safety
- Fostering national/international amateur sports competition
- Preventing cruelty to animals/children
The filing fee is $89 plus an additional $9 for each extra page.
- Checks must be made payable to the "Delaware Secretary of State"
- Accepted credit cards for online filing include Visa, Discover, MasterCard, and American Express
To learn more, read our Delaware Certificate of Incorporation guide.
Step 5: Draft Bylaws and Conflict of Interest Policy
There are two documents that will be central to the running of your nonprofit:
Bylaws: These are the rules that determine how your organization will be governed and run.
Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.
Step 6: Conduct an Organizational Meeting
An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:
- Taking attendance to show you have a quorum (minimum number needed)
- Appointing temporary officers, chairmen, secretaries, etc.
- Adoption of the bylaws
- Adoption of conflict of interest policy
Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.
Step 7: Get an EIN
An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.
The EIN is required for your organization whether or not it will have any employees.
To learn more, read our guide on how to get your EIN.
Step 8: Register with the Delaware Division of Revenue
Although your nonprofit will be exempt from the majority of taxes and holding appropriate business licenses, you still need to register with the Delaware Division of Revenue using Form CRA.
You can complete this form online or by mail. They offer businesses a consolidated application that will register them with the Office of Worker’s Compensation, Division of Unemployment Service, and the Division of Revenue.
This application can be mailed to the address below:
Delaware Department of Revenue
P.O. Box 8750
Wilmington, DE 19899-8750
For more information, you can call the Division of Revenue at (302) 577-8205 or visit them at their website.
Step 9: Applying for Exemption from State and Federal Taxes (501(c)(3) status)
Applying for Exemption from Federal Taxes:
A nonprofit may be eligible for 501(c)(3) status only if its purpose is limited to one or more of the following:
Charitable, Religious, Scientific, Educational, Literary, Fostering national/international amateur sports competition, Preventing cruelty to animals/children, Testing for public safety
Before a nonprofit can apply for 501(c)(3) status it must:
- Elect at least 3 directors not related to each other
- Register as a nonprofit with the state
- Adopt the bylaws and conflict of interest policy
- Have an EIN number
Once these four conditions have been met your nonprofit can apply for 501(c)(3) tax-exempt status by filing Form-1023 online.
If your application is approved, the IRS will send you a determination letter stating that your organization is exempt from federal taxes under section 501(c)(3).
To learn more, read our guide on How to File Form 1023-EZ.
Applying for Exemption from State Taxes:
Once you have received your 501(c)(3) determination letter from the IRS, you will automatically be exempt from Delaware Corporate Income Tax.
Once you have formed your Delaware nonprofit, we recommend you read our guide on How To Protect your Delaware Nonprofit and Keep It Compliant.
Step 10: Open a Nonprofit Bank Account
After you acquire an EIN and a federal tax exemption for your nonprofit, you can open a 501(c)(3) bank account to begin soliciting donations or paying vendors and employees of the organization.
Opening a bank account for your nonprofit is the first step towards creating a paper trail of all income and expenses to show the IRS that your nonprofit is legitimate, honest, and legal.
There are several rules and exceptions that differentiate a 501(c)(3) bank account from a traditional business account. To find the best bank for your organization's financial needs read our review of the best banks for small business.
Step 11: Get Insurance for your Nonprofit
A nonprofit has assets and can be the subject of legal action or suffer financial damages from accidents, just like a regular business.
We recommend Tivly to protect your organization from lawsuits and damages.