Starting and running a nonprofit in Delaware

Forming your nonprofit corporation

The state creates your organization; the IRS separately recognizes it as tax-exempt. This is the state part.

Where you file

Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901. Make checks payable to "Delaware Secretary of State".

Official source · checked October 22, 2026

Form

Certificate of Incorporation for an Exempt Corporation, filed under Sections 102 and 391(j) of the General Corporation Law. The Division's sample form has no room for the language the IRS requires for 501(c)(3) status, so use it as a guide and draw up your own certificate with the IRS language added.

Official source · checked October 22, 2026

Filing fee

$109.00, plus $9.00 for each page after the first. A certified copy costs $50 more.

Official source · checked October 22, 2026

Annual report

Every year by March 1, starting the year after the year your certificate of incorporation takes effect. The fee is $25.

Official source · checked October 22, 2026

Annual report fee

$25.00 for an exempt domestic corporation. Annual reports are due on or before March 1 and must be filed online.

Official source · checked October 22, 2026

Then get your EIN and apply to the IRS for 501(c)(3) status: the formation stage walks through both.

Registering to ask for donations

Many states want charities to register before they ask residents for money. Here's what this state says.

Do you have to register?

No. Delaware has no state statute requiring charitable solicitations or fundraisers to register with the Department of Justice or another state agency. When soliciting, you must identify yourself and the organization you're raising money for, and donors can ask how the money will be split between administrative costs and charitable use (6 Del. C. §2591 et seq.).

Official source · checked October 22, 2026

Calling hours

Don't solicit anyone before 8:00 a.m. or after 9:00 p.m. unless they agreed to it in advance (6 Del. C. §2596).

Official source · checked October 22, 2026

State tax exemption

IRS approval doesn't automatically exempt you from state taxes. Here's how this state handles them.

Income tax

Corporations organized for religious, charitable, scientific or educational purposes (or to prevent cruelty to children or animals) are exempt from Delaware corporate income tax, as long as no part of their net earnings goes to any private stockholder or individual (30 Del. C. §1902(b)(2)).

Official source · checked October 22, 2026

Sales tax

Delaware has no state or local sales tax. It does have a gross receipts tax, which is charged to the seller of goods or provider of services.

Official source · checked October 22, 2026

Your board

The smallest board the state's nonprofit law allows. Many charities choose more.

Minimum directors

One or more, each a natural person, with the number set in your bylaws unless your certificate of incorporation fixes it (8 Del. C. §141(b)). For a nonstock corporation, this applies to its governing body unless its certificate of incorporation says otherwise (8 Del. C. §141(j)).

Official source · checked October 22, 2026

Every year

• Delaware: no charity registration

  Delaware has no state law that makes charities register before asking for donations. Charities still have to follow Delaware's disclosure rules when they ask for money. Confirm with the Delaware Department of Justice.

  Official source · checked October 17, 2026

• Delaware Division of Corporations: annual report

  Delaware corporations, including nonprofit corporations, file an annual report online with the Division of Corporations by March 1. Nonprofits that count as exempt corporations (for example, groups exempt under IRS section 501(c)) don't pay franchise tax but must still file. The fee for an exempt corporation is $25. The Division charges a $200 penalty if the report isn't filed by March 1. Confirm with the Delaware Division of Corporations.

  Official source · checked October 17, 2026

Federal deadlines (the Form 990 family) depend on your fiscal year and size. The compliance calendar puts them and Delaware's in date order.

Make my Delaware calendar

Who to ask

We don't list a free legal help program for Delaware charities yet. The directory has the programs we know of.