Form Your Delaware Nonprofit Corporation
Launch your mission in the nation's most trusted incorporation state - file with the Delaware Division of Corporations, pursue 501(c)(3) tax-exempt status, and pay no franchise tax as a non-stock nonprofit
Filed in Delaware
The First State · DE
- State filing fee$109
- Processing time2-3 weeks standard (expedite available)
- Our formation feeFree (you pay $100 if you choose a paid plan)
- Annual report$25/year report; no franchise tax (non-stock) — due Annual report due March 1st
- State tax rate8.7% corporate income tax
- Expedited optionSame day (+$100)
Form your Delaware Nonprofit — pay only the state filing fee, nothing more.
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Everything to launch your Delaware Nonprofit
Free formation means you pay only the $109 state filing fee. All core services are included at no extra charge.
Certificate of Incorporation (Nonprofit / Non-Stock) filing
We prepare and submit your Certificate of Incorporation (Nonprofit / Non-Stock) to the Delaware Division of Corporations.
Registered agent
Required in Delaware — we act as your agent for the first year.
EIN from the IRS
Your federal Tax ID — required to open a US business bank account and file taxes.
Bylaws
Professionally drafted bylaws — defines ownership, voting, and profit splits.
Benefits of forming an Nonprofit in Delaware
Delaware's prestigious corporate-law reputation and expert Court of Chancery give nonprofits the same credibility advantages that draw Fortune 500 companies to the state. Non-stock nonprofit corporations pay no franchise tax and only a $25 annual report, making Delaware a cost-efficient, grantmaker-trusted home for mission-driven organizations.
Delaware's nationally respected nonprofit and corporate law adds instant credibility with grantmakers and donors
Eligible to apply for federal 501(c)(3) status, unlocking tax-deductible donations and grant access
Non-stock nonprofits owe no Delaware franchise tax - just a $25 annual report
No Delaware state sales tax, easing costs for mission-driven operations
Limited liability protection shields directors and officers from personal liability
Perpetual existence lets the organization outlast any single founder or board
Backed by the expert Court of Chancery for predictable governance dispute resolution
Recognized, trusted structure for foundations, charities, and advocacy groups
Key features of a Delaware Nonprofit
- Non-stock nonprofit structure with no shareholders and no franchise tax
- Pathway to federal 501(c)(3) status and tax-deductible donations
- Court of Chancery provides expert resolution of governance disputes
- No Delaware sales tax and a flat $25 annual report obligation
- Required board, bylaws, and conflict-of-interest policy for IRS compliance
Major industries in Delaware
Form your Delaware Nonprofit in 6 steps
We handle every step while you stay in the loop. Processing takes 2-3 weeks standard (expedite available).
- 01
Choose Your Nonprofit Name
Pick a name that is distinguishable from existing Delaware entities. Search the Delaware Division of Corporations database to confirm availability before filing.
- 02
Appoint Directors and a Registered Agent
Delaware requires at least one director, but the IRS expects a board of at least 3 unrelated directors for 501(c)(3) approval. You also need a registered agent with a physical Delaware address.
- 03
File the Certificate of Incorporation
Submit a non-stock Certificate of Incorporation to the Delaware Division of Corporations. The state filing fee is $109, with standard processing of 2-3 weeks and expedited service available.
- 04
Adopt Bylaws and a Conflict-of-Interest Policy
Hold an organizational meeting to adopt corporate bylaws and a conflict-of-interest policy, appoint officers, and document everything - the IRS requires these for tax-exempt status.
- 05
Get an EIN and Apply for 501(c)(3)
Obtain a free EIN from the IRS, then file Form 1023-EZ ($275, for orgs with gross receipts <= $50,000/yr and assets <= $250,000) or the full Form 1023 ($600). IRS processing runs ~2-4 weeks (1023-EZ) or ~3-6 months (full 1023).
- 06
Complete State Exemption and Charitable Registration
After IRS approval, secure Delaware tax exemptions and register for charitable solicitation as required. These state steps are separate from the federal 501(c)(3) application.
Delaware Nonprofit costs at a glance
Kicker formation is free — you pay only the required state fees. No hidden charges.
Delaware Nonprofit requirements checklist
Everything you need to form and maintain a Delaware Nonprofit in 2026.
- File a non-stock Certificate of Incorporation with the Delaware Division of Corporations ($109)
- Appoint a registered agent with a physical Delaware address
- Maintain a board of directors - at least 3 unrelated directors recommended for 501(c)(3) approval
- Adopt corporate bylaws and a conflict-of-interest policy
- Obtain an EIN and file IRS Form 1023 or 1023-EZ for 501(c)(3) status
- File the $25 Delaware annual report each year by March 1st
- Complete separate Delaware tax exemption and charitable-solicitation registration
Filing information
- Formation document
- Certificate of Incorporation (Nonprofit / Non-Stock)
- Filing agency
- Delaware Division of Corporations
- Registered agent
- Required
- Bylaws
- Recommended
- EIN
- Required
- Name reservation fee
- $75 (120 days)
Free formation — pay only the state fee
Kicker formation is free. You pay the $109 Delaware state filing fee and nothing more for the Starter plan. Optional plans add registered agent, EIN, bylaws, and compliance.
Starter
- Certificate of Incorporation (Nonprofit / Non-Stock) filing
- Name availability check
- Digital document delivery
- Formation status tracking
Booster
- Everything in Starter
- Registered agent (required in Delaware)
- EIN / Federal Tax ID
- Expedited processing (1–2 days)
- Bylaws
- Priority support
- Kicker Voice — 3-day free trial
- Kicker Pay — free for 15 days
Founder
- Everything in Booster
- Business mailing address
- Bookkeeping — 3 months free
- Dedicated account manager
- Rush processing
- Kicker Voice — 6-day free trial
- Kicker Pay — free for 30 days
Kicker
- Everything in Founder
- ITIN filing & preparation
- Same-day priority processing
- 2nd year annual filing $0
- Kicker Voice 12-day + Kicker Pay 60 days free
Compare all plans on our pricing page.
Delaware Nonprofit questions, answered
Common questions about forming an Nonprofit in Delaware. Can't find an answer? Talk to our team.
How much does it cost to form a Delaware nonprofit corporation?
The Delaware Division of Corporations charges a $109 filing fee for a standard non-stock Certificate of Incorporation. Truly exempt corporations pay no incorporation fee. After formation, you apply separately to the IRS for 501(c)(3) status using Form 1023-EZ ($275 user fee) or the full Form 1023 ($600).
How long does it take to form a Delaware nonprofit?
Standard processing at the Delaware Division of Corporations takes about 2-3 weeks, with expedited service available for an additional fee. The separate IRS 501(c)(3) review adds roughly 2-4 weeks for Form 1023-EZ or 3-6 months for the full Form 1023.
Is incorporating in Delaware the same as getting 501(c)(3) status?
No. Filing your Certificate of Incorporation with Delaware creates the nonprofit corporation, but federal tax-exempt status is a separate step. You must file IRS Form 1023 or 1023-EZ to obtain 501(c)(3) recognition, which is what makes donations tax-deductible.
How many directors does a Delaware nonprofit need?
Delaware law requires at least one director, but the IRS expects a board of at least 3 unrelated directors for 501(c)(3) approval. We recommend recruiting three or more independent directors before applying for federal exemption.
What are the ongoing costs and filings for a Delaware nonprofit?
Non-stock nonprofit corporations owe no Delaware franchise tax - just a $25 annual report due each year by March 1st. You must also maintain a Delaware registered agent and file IRS Form 990 annually to keep your federal tax-exempt status.
Does a Delaware nonprofit pay state taxes?
Delaware's general corporate income tax rate is 8.7%, but 501(c)(3) nonprofits can apply for exemption from it, and Delaware has no state sales tax. State tax exemption is a separate process from your federal 501(c)(3) approval and from the incorporation filing.
Does my Delaware nonprofit have to file a BOI report with FinCEN?
No. Under FinCEN's March 2025 interim final rule, U.S. domestic entities - including your Delaware nonprofit - are exempt from Beneficial Ownership Information reporting. Only foreign-formed entities registered to do business in a U.S. state still file.
What documents does the IRS require beyond the state filing?
Before applying for 501(c)(3) status you should adopt corporate bylaws and a conflict-of-interest policy, seat your board, and obtain an EIN. These governance documents are reviewed as part of your Form 1023 or 1023-EZ application.
Delaware government filing resources
Filing fees for common Nonprofit services
Official Delaware state charges for the filings you may need after formation — our service fee is separate, and we confirm the current amount before filing.
$75.00 for all entity types (domestic and foreign), effective for 120 days.
Fee is the same for all entity types (domestic and foreign).
Learn moreCertified Copies (all entities, domestic and foreign): $50.00 per document PLUS $2.00 per page for the copies.
Apostille - commercial use: $30.00 each.
Delaware has NO state or local sales tax, so sales-tax permits, seller's permits and resale/reseller certificates do not exist and 'sales for resale' are not exempt.
Learn moreState filing fee $5 for an exempt/non-profit corporation (8 Del.
Learn moreState filing fee $5 for the exempt (non-profit) corporation revival certificate (8 Del.
Learn moreEverything you need to run your Delaware Nonprofit
Formation is the first step — stay compliant and operational with these services.
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Ready to form your Delaware Nonprofit?
Formation is free — you pay only the $109 Delaware state filing fee. Personal-asset protection, pass-through taxation, and a complete document package, filed in 2-3 weeks standard (expedite available).
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