Delaware State Filing Requirements
Nonprofits in Delaware must complete state formation, maintain annual reports, and follow IRS rules to stay in good standing and legally operate.
Required Non-profit Forms
Nonprofits in Delaware must file key formation documents and annual reports to remain in compliance with state requirements.
| Delaware Division of Corporations | Department of Finance / Tax Authority | Federal Forms (Required for State Compliance) |
|---|---|---|
Visit: State Portal |
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State Filing Requirements for Non-Profits
To operate legally in Delaware, follow these steps:
- Choose Your Structure – Most nonprofits form a nonprofit corporation.
- File Certificate of Incorporation (Nonstock Corporation) – File with the Delaware Division of Corporations.
- Appoint a Registered Agent – Must have a physical address in Delaware.
- Adopt Bylaws & Hold Initial Meeting – Elect directors and approve governing documents.
- Apply for EIN – Required from the IRS.
- Apply for Federal Tax-Exempt Status – File IRS Form 1023 or 1023-EZ.
- Maintain Annual Franchise Tax Report – File annually to keep the nonprofit active.
Tax Exemption Requirements
- You must still file an annual franchise tax report and pay the $25 flat tax for nonstock corporations.
- Some nonprofits may need to confirm status with the Delaware Division of Revenue.
- All nonprofits must file IRS Form 990 series annually to maintain federal recognition.
Filing Deadlines for Non-Profit Forms
| Division of Corporations | |
|---|---|
| Certificate of Incorporation | File at formation ($109 minimum fee). |
| Annual Franchise Tax Report | Due by March 1 each year. Fee: $25 for nonstock corporations. |
| Federal Deadlines | |
|---|---|
| Form 990 Series | Due on the 15th day of the 5th month after the organization's accounting period ends Example: For calendar year organizations, Form 990 is due by May 15 |
| Form 1023/1023-EZ | Must be filed within 27 months of incorporation to receive retroactive exemption to the date of incorporation |
Registration & Annual Filing (Non-Profits)
Initial Registration
1. Choose Your Entity Type
Decide on a nonstock corporation if you want a standard nonprofit corporation. Delaware allows other entities such as LLCs or statutory trusts, but most nonprofits choose the nonstock corporation structure.
2. Appoint a Registered Agent
- Required: A registered agent with a physical Delaware address.
- You may act as your own agent if your nonprofit has a Delaware office.
- Otherwise, hire a commercial registered agent (list available on Delaware Division of Corporations website).
3. Reserve Your Name (Optional)
- Reserve your nonprofit’s name for 120 days to ensure availability.
- Fee: $75
- File online or by mail; confirmation must be printed and kept.
4. File the Certificate of Incorporation (Exempt/Nonstock Corporation)
- Form: Certificate of Incorporation – Exempt Corporation
- Fee: $109 (plus $9 for each page over one page)
- How to File:
- Online via Document Filing and Certificate Request Service
- Or Mail to:
Division of Corporations
John G. Townsend Building
401 Federal Street – Suite 4
Dover, DE 19901 - Include a Cover Sheet with your name, entity name, return address, and phone number.
5. Obtain an EIN
Apply for an Employer Identification Number (EIN) from the IRS. Required for opening a bank account, hiring employees, and applying for tax exemption.
6. Apply for Federal Tax-Exempt Status
File IRS Form 1023, 1023-EZ, or 1024 to obtain your 501(c) status. The IRS Determination Letter is needed for state charitable registration and tax benefits.
Annual Filing Requirements
1. File Annual Franchise Tax Report
- Who Files: Nonprofit All corporations, including exempt/nonstock corporations.
- Due Date: March 1 each year.
- Due Date: August 1 each year
- Fee: $25 flat fee for exempt corporations.
- Penalty for Late Filing: $200 + interest at 1.5% per month.
- How to File:
- Online via Delaware Division of Corporations eCorp (electronic filing is mandatory).
2. File IRS Form 990 (Federal Requirement)
- File annually based on your fiscal year (Form 990, 990-EZ, or 990-N).
- Failure to file for three consecutive years may result in IRS revocation of tax-exempt status.
3. Maintain Corporate Records
Keep minutes of meetings, bylaws, and financial records as required under Delaware law.
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Frequently Asked Questions
1. How much does it cost to incorporate a nonprofit in Delaware?
2. When is the annual franchise tax report due?
3. What is the annual franchise tax for Delaware nonprofits?
$25 for nonstock corporations.
4. Do Delaware nonprofits need to register for charitable solicitation?
No statewide registration is required, but some activities (e.g., charitable gaming) may need additional approvals.
5. Do I still need to file IRS Form 990 if I file the franchise tax report?
Yes. The Delaware report does not replace your federal filing obligations.
