How to File a Nonprofit Certificate of Incorporation in Delaware

Starting a 501(c)(3) nonprofit in Delaware is easy — and the first task is filing your Certificate of Incorporation. This guide will walk you through the seven steps required to file a Certificate of Incorporation to officially start a nonprofit in Delaware.

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Getting Started

To start a nonprofit corporation in Delaware, you must file the state’s Certificate of Incorporation for a Nonstock Corporation. This guide covers each step you must take to fill out this document successfully and get on the right track to forming a Delaware nonprofit.

Step 1: List Your Nonprofit’s Name
Step 2: Choose a Registered Office and Registered Agent
Step 3: Describe Your Nonprofit’s Purpose
Step 4: Outline the Conditions of Membership
Step 5: List Your Incorporator Information
Step 6: Provide Any Additional Attachments
Step 7: File Formation Documents

(Check out our other guides for a look at how to start a nonprofit organization or how to file articles of incorporation in other states.)

Step 1: List Your Nonprofit’s Name

The first step to filling out the Delaware Certificate of Incorporation is to list your organization’s name in section one of the document. If you haven’t gone through the process of establishing a name for your organization, here are the requirements for naming a nonprofit in Delaware:

  • Your nonprofit’s name must include “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” “limited,” or an abbreviation of any of these terms.
  • Your nonprofit’s name must be distinguishable from any other name on record within the state of Delaware, including any reserved names.
  • Your nonprofit’s name can’t include any words that imply it’s related to a government agency.
  • Your nonprofit’s name can’t include words like “university,” “bank,” “credit union,” or “trust” as a separate word to convey the organization is engaged in banking or a trust.

Recommended: For a step-by-step guide to naming your nonprofit corporation in Delaware, read our guide on How to Name a Nonprofit in Delaware.

Search the Availability of Your Name

After selecting potential names — ideally, at least four or five — it’s important to search for their availability in your state. You can do this by conducting the four recommended searches outlined below, or use our 501(c)(3) Lookup Table.

Delaware Entity Search
To operate in Delaware, a nonprofit corporation must have a unique name. You can easily check if your chosen name is available by performing a search using the Delaware General Information Name Search tool or the Delaware Name Availability Search tool.

Domain Name Search
We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don’t plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.

Federal Trademark Search
You can easily check if someone already trademarked your chosen nonprofit name by using the federal Trademark Electronic Search System. This is important even if you don’t plan to form your nonprofit right away.

Once you confirm that no one else already trademarked your chosen name, you can apply for a trademark for your nonprofit.

Web and Social Media Search
A strong social media presence will play a key role in expanding your reach to potential donors as well as clients that will use your services. That makes it important to search the web and popular social media platforms for your desired name before registering it to ensure it’s available on all the platforms where you plan to promote your organization.

Step 2: Choose a Registered Office and Registered Agent

registered agent is required to file a Certificate of Incorporation in Delaware. An individual or business may fill this role. The responsibilities of a registered agent include accepting and forwarding service of process documents for the corporation as well as serving as a point of contact for the organization. Your corporation can’t serve as its own registered agent.

In this section, you must provide both a registered office address and your registered agent’s name.

Recommended: Using an affordable registered agent service offers many benefits. For more information on choosing a registered agent service, read our full guide.

Step 3: Describe Your Nonprofit’s Purpose

In section three, you must describe your organization’s purpose. That purpose must align with the General Corporation Law of Delaware and must begin with “This Corporation shall be a nonprofit corporation.”

To be eligible for 501(c)(3) status, your organization’s purpose must include one or more of the following characteristics:

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

Step 4: Outline the Conditions of Membership

When outlining the conditions of membership within your nonprofit corporation, remember to include the following information:

  • Whether or not it’ll have members
  • If it’ll have members, the total number of members permitted

Step 5: List Your Incorporator Information

Each incorporator — those who complete and submit the Certificate of Incorporation — must sign this document and include their mailing address. These mailing addresses must include a street name and number as well as a city, state, and ZIP code.

Step 6: Provide Any Additional Attachments

In order for your nonprofit to qualify for 501(c)(3) status, you must include some additional statements with your Certificate of Incorporation. These include details about your initial board of directors and how your nonprofit will distribute its assets upon dissolution.

Here’s what you need to know to disclose this information successfully:

Name Your Board of Directors

The state of Delaware doesn’t require you to name your board of directors in your formation documents. However, in order to qualify for 501(c)(3) status, a minimum of three board directors is required. When listing your nonprofit’s initial board of directors, follow these requirements:

  • Don’t include any prefixes, such as “Mr.” or “Ms.”
  • If applicable, use titles of lineage.
  • If applicable, use designations like “M.D.” or “Ph.D.”

For a complete guide to forming your nonprofit’s board of directors, read our How to Develop a Board of Directors for a Nonprofit in Delaware article.

Outline the Distribution of Assets Upon Dissolution

Describe how your nonprofit corporation’s assets will be distributed upon its dissolution. If you need additional space, use an attachment.

To qualify for 501(c)(3) status, your nonprofit must distribute its assets upon dissolution to approved, tax-exempt purposes only. For more information about the requirements of dissolution and 501(c)(3) status, refer to the sixth section of the Internal Revenue Service’s (IRS’) suggested language for corporations and associations.

Step 7: File Formation Documents

There are two ways to file your Certificate of Incorporation in Delaware: online or by mail. Submit two copies of your formation documents — one original and one copy — along with a cover letter.

File a Delaware Certificate of Incorporation

OPTION 1: File Online With the Delaware Division of Corporations

File Online

You will need to download the Certificate of Incorporation found below.

– OR –

OPTION 2: File by Mail

Download Form

Fee: $89 plus $9 for additional pages

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

Frequently Asked Questions

How much does it cost to start a nonprofit in Delaware?

To file a Certificate of Incorporation for a nonstock corporation in Delaware, you must pay an $89 filing fee plus $9 for each additional page.

How long does it take to process a Certificate of Incorporation in Delaware?

The processing time for a Delaware Certificate of Incorporation can take up to three weeks. But, you can choose from four expediting options:

  • 24-hour processing
  • Same-day processing
  • Two-hour processing
  • One-hour processing

Each expediting option requires a different fee.

How do I find nonprofits in Delaware?

Use our handy Delaware 501(c)(3) Lookup Table to find nonprofits in Delaware. You can use this tool to see if your preferred nonprofit name is in use or not.

Delaware Nonprofit Quick Links

IRS: Information for Charities and Nonprofits
IRS: Charity – Required Provisions for Organizing Documents
IRS: Form 990 Series for Tax-Exempt Organizations
IRS: Applying for Tax-Exempt Status
IRS: 501(c)(3) Compliance Guide
US Small Business Administration: Apply for Licenses and Permits
Delaware Division of Corporations: Corporate Forms and Certificates
Delaware Division of Corporations: How to Form a New Business Entity
Delaware One Stop: Business Registration and Licensing Portal
Delaware Board of Charitable Gaming
Delaware 501(c)(3) Lookup Table

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