Delaware Nonprofit Articles of Incorporation

Nonprofit articles of incorporation is the document filed to create a Delaware nonprofit corporation.

Preparing and filing your articles of incorporation is the first step in starting your nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the nonprofit. Only after this approval can you apply for 501c, apply for fundraising licenses, open a bank account, and otherwise conduct business.

Benefits

Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your organization's name
  • Is a prerequisite for applying for 501(c) tax exemption
  • Provides governance and adds credibility to the business or organization

Fast Facts

Agency:Delaware Department of State - Division of Corporations
Form:

Certificate of Incorporation for Exempt Corporation

Filing Method:

Mail or fax

Agency Fee:

$89 + $9 for extra pages + optional $50-$1000 expedite fee

Turnaround:

~3 weeks. ~24 hours for $50 state expedite fee. Same-day for $100 state expedite fee. ~2 hours for $500 state expedite fee. 1 hour for $1000 state expedite fee.

Law:

Delaware Code, Title 8: Corporations

Notes:

Include a cover letter.

Fact Checked:6/13/17

Other Helpful Delaware Facts

As you are preparing to incorporate, keep in mind the following requirements specific to Delaware, keep in mind:


Delaware Directors

  • Number: minimum 1
  • Qualifications: Natural person. No residency requirement. No membership requirement.
  • Term: until successor elected and qualified
  • Quorum: majority
  • Committee: minimum 1 director

Delaware Officers

  • Defined in bylaws or board resolution. One officer prepares minutes of the directors' and members' meetings and keeps a record book.
  • Term: until successor elected and qualified
  • Two or more offices may be held by the same individual.

Delaware Members

  • Members: Required, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.
  • Annual meeting: required if members entitled to vote for directors, unless elected by written consent in lieu of a meeting
  • Quorum: 1/3rd votes

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