How to File the Certificate of Incorporation for a Delaware Nonprofit

Filing the Certificate of Incorporation is a critical step in starting a 501(c)(3) Nonprofit in Delaware. Whether you have been running a charity for a while or are just starting out, your nonprofit organization will need to fill out the Certificate of Incorporation and file them with the State of Delaware. This will allow you to file for 501(c)(3) status and reap the benefits of having an official 501(c)(3) nonprofit.

Want to form a nonprofit elsewhere? Check out our other How to Start a Nonprofit guides.

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Starting a 501(c)(3) nonprofit in Delaware is easy, just follow these easy steps to file the Delaware Certificate of Incorporation:

If you are starting a 501(c)(3) nonprofit in Delaware, you have come to the right place. After reading the comprehensive guide for Delaware nonprofit formation, follow this guide to file the Delaware Certificate of Incorporation with the Delaware Division of Corporations.

What is covered in this guide:

  1. Information you will need to file the Delaware Certificate of Incorporation
  2. How to file the Delaware Certificate of Incorporation
  3. Delaware Nonprofit Formation FAQ

Information you will need to file the Delaware Certificate of Incorporation

To become a nonprofit corporation in Delaware you can to use the State of Delaware sample certificate of incorporation for an exempt corporation as a guide to draft your own Certificate of Incorporation and include the following information:

Here are the sections that you will need to complete.

Section 1: Entity Name

Enter the name you have selected.

For help with selecting a name for your nonprofit read our comprehensive guide on how to name a Delaware nonprofit.

Step 2: Registered Agent & Registered Office

The registered agent can be any entity registered to do business in Delaware or any person who is a resident of the state. Your organization cannot act as its own registered agent.

Any person you designate as the registered agent must have already explicitly consented to act as the registered agent for your organization even though you do not need to include proof of consent within your Certificate of Incorporation.

Enter the information of the registered agent you have selected.

For more information read our guide: What is a registered agent? and The Delaware Registered Agent Guide.

Step 3: Management (Recommended)

At least 3 directors will need to be named.

Enter the information of the directors selected.

Step 4: Membership

List the conditions of membership for your organization. If this information will be covered in your organization’s bylaws, state so in your Certificate of Incorporation.

Step 5: Purpose

Describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

  • Charitable
  • Religious
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

NOTE: You can read the IRS guidelines on their website.

Step 6: Additional Provisions/Information

Use this section of the articles of formation to formally state what the assets of the organization will be used for, and what will happen to the assets if the organization is dissolved.

To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

Step 7: Incorporator

The incorporator is the person who completes, signs, and submits the certification of formation. This person does not need to be a part of your organization. This can be you or a lawyer helping you with the process of formation.

Step 8: Execution

The incorporator must sign and date the form affirming everything written in the form. They are also affirming that the registered agent listed has already consented to be the registered agent for this nonprofit organization.

How to file the Delaware Certificate of Incorporation

You can submit your Certificate of Incorporation online or by mail.

If filing online, visit the Delaware One Stop website and upload a PDF version to the website.

If filing by mail, submit two copies of the Certificate of Incorporation (the original plus a copy) and a cover letter to the mailing address below:

Delaware Division of Corporations
401 Federal St. Suite 4
Dover, DE 19901

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

Delaware Nonprofit Formation FAQ

How long does it take to process the Certificate of Incorporation?

Regular processing can take up to three weeks. You have 4 expedite options available via the cover letter, including 24-hr, same-day, 2-hr, and 1-hr. Each carries their own additional fees.

How do I contact the Division of Corporations for more information?

You can call for information at (302) 739-3073, fax them at (302) 739-3812, or visit them at their website.