Both businesses have a board of directors, CEOs, bylaws, annual board meetings, and the like. Create Your Corporate Bylaws 6. However, Delaware is one of the few states that does not require registration. Your name must include one of the following words (or their abbreviations): company, limited, association, corporation, club, foundation, fund, incorporated, institute, society, union, or syndicate, The name must be one that the Secretary of State is able to distinguish it upon the records; in short, it must be distinct from the names of all other entities in use in the state, Every entity that files with the Division of Corporations (both domestic and foreign) must appoint a registered agent, The agent may be the business itself, an individual who resides in the state, or a business with authority to do business in the state, Name and address of your registered agent and registered office, The purpose of the corporation (plus a designation as a nonprofit corporation), Name, mailing address, and signature of the incorporator. Any Delaware Corporation that is ending its existence or reinstating their status to good standing is required by law to file an Annual Report and pay any and all tax due. Small nonprofit corporations typically name a director or officer to serve as the initial agent. Thats why youll need to start out by filing Form 1023 or Form 1024, which are the applications for charitable, religious, or educational groups and other nonprofits respectively. Get started now or just call one of our experienced non-profit incorporation experts at 1-800-345-2677. The Division works closely with the registered agents that provide incorporating services and we encourage the users of this webpage to contact one of the registered agents . Youll also be busy running your nonprofit and pursuing your goals; you wont want to tie yourself down to a registered address (especially for a tedious thing like service of process). Why Incorporate in Delaware? Delaware has pretty lenient criteria for a nonprofits registered agent, as found in the Registered Agent and Registered Office subchapter of Delawares General Corporation Law: So you might ask, Can I serve as my nonprofits registered agent? Technically, you can. Privacy Policy Nonprofits are tax-exempt, but they arent exempt from licensure requirements, whether thats for an industry-specific license or a state general business license. Term: 1 year Quorum: majority Committee: minimum 1 director Officers: Defined in articles or bylaws. In Delaware, you must have at least one director on your board. Help Center To start a corporation in Delaware, you'll need to do three things: appoint a registered agent, choose a name for your business, and file Certificate of Incorporation with the Delaware Division of Corporations. Delaware Alliance for Nonprofit Advancement home page. New Entities. But they do not work alone. In Delaware, a nonprofit is formed by filing a certificate of incorporation with the customer-service oriented Delaware secretary of state. The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site. A non-stock corporation formed for the purpose of operating a non-profit is required to include these specific clauses in its Certificate of Incorporation: 1.) Please contact our office at (302) 739-3073 and select option 0 with any questions regarding these fee schedules. (i) unless otherwise restricted by the certificate of incorporation or bylaws, members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in Not-for-Profit Corporations are not permitted to file an Anonymous Certificate of Incorporation. Will I be able to convince others to buy into this cause? The entity information provided on this website, free of charge, consists of the entity name, file number, incorporation/formation date, registered agent name, address, phone number and residency. Non-profit corporations in Delaware are required to 1) register with the Division of Revenue and withhold Delaware State income taxes on employees performing services within Delaware, and 2) register with the Delaware Department of Labor. Ready to start your Nonprofit Corporation? DANA supports these collaboratives, conducting research, convening thought leaders, and educating policy makers. Our consultant managed the process very efficiently and helped us put together a plan that encompassed the areas that are most important to the organization with buy-in from the participants.. Cities & Towns A lot of states require you to register in order to solicit charitable contributions. Nonprofit regulation in Delaware involves a complex set of rules that govern nonprofit organizations and charitable giving throughout the state. This one-page template requires some foundational information about your nonprofit. Delaware Company Information. Can I further this cause better or differently than they are? Thats why your initial board of directors is extremely important; youll want to pick a team of people that are just as passionate about your cause as you are. You want to pick a name thats memorable, likable, and most importantly, compliant with Delaware state law. Transparency Delaware upholds all federally regulated industry licenses, and the Business First Steps Page is a great place to check out state-level industry requirements. For more information about local licensing requirements, see the Delaware Business First Steps website. Licenses and permits are especially important for nonprofits. DANA adheres to the Ethics and Accountability Code for the Nonprofit Sector, as developed by the Standards for Excellence . You can learn more about this requirement with the Delaware Division of Industrial Affairs. See the Department of Finance, Division of Revenue website for more information on state tax exemptions. Transparency Well-known nonprofits include groups like Doctors Without Borders, Alcoholics Anonymous, and even your local YMCA. If you fail to notify the Delaware Division . This long and detailed form asks for lots of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more. You should use the form as a guideline to create your own Certificate of Incorporation and insert the required clauses. Delaware Courts As the company evolves, so will its officers. Then you apply for tax-exempt status from the IRS. DANA offers a wide array of services to assist nonprofits with their diversity, equity, and inclusion (DEI) efforts. Check out our rankings of the best options. Instead, Delaware's General Corporation Law (DGCL) applies to both for profit and nonprofit entities. Delaware Marketplace In their own words, the Alliance is committed to enhancing and strengthening the nonprofit sector by providing low-cost education, consulting, and advocacy support for nonprofit leaders and boards of directors. The Alliance does require membership, but joining grants you several advantages, including insurance solutions, retirement options, and more, so joining will be worth your while. Hold a meeting of your board of directors. For a small annual fee, these services will act as your agent. Directors: Number: minimum 1 Qualifications: An individual. The Sections of the Delaware Code that pertain to the Division of Corporations are: Title 8 - Corporations Chapter 1 - General Corporation Law Chapter 5 - Corporation Franchise Tax Chapter 6 - Professional Service Corporations Title 5 - Banking Chapter 7 - Corporation Law for State Banks and Trust Companies Title 6 - Commerce and Trade Determine which applies to your organization and leverage the corresponding articles of incorporation templates from the state Department of State website. State Employees Dover, DE 19901 . In Delaware, a nonprofit's board of directors also must fulfill certain legal responsibilities. DRWC acts as the steward of the Delaware River waterfront to . However, there may be different classes of members belonging to a nonprofit corporation. Privacy Policy Readers should be aware of this when evaluating service providers, reading reviews, and making purchase decisions. Many thanks to DANAs Alliance Partners! If you are a non-profit corporation in Delaware, you need not have to register for fundraising in the state. Delaware non profit corporations.Incorporate on line, Delaware non profit incorporation $118.95 complete. Submit Articles of Incorporation to: Delaware Division of Corporations 401 Federal Street - Suite 4 Dover, DE 19901. We can help with yours as well. If you want a Benefit corporation, you must state that in the "Additional Comments" box on the order form. No residency requirement. There are two types of Delaware non-profit corporations First, you need to decide what type of nonprofit corporation to create. The right board of directors will help your nonprofit thrive. Apply for State and Federal Tax Exemption 9. Or, if you prefer, you can hire a registered agent service instead. (a) (1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors. General Assembly Youll also need to include the $89 filing fee. No two businesses are alike, so each nonprofit will have slightly different taxes. Laws, c. 79, 1 ; 1905. No two board meetings will look exactly alike; after all, every nonprofit has different tasks to accomplish. Nonprofit work isnt always easy, but you never have to go it alone! Unlike New York, California, Massachusetts, and other states with more complex . The names and addresses of the incorporators E-mail / Text Alerts DANA provides counsel and guidance on developing public policy plans and engaging with local government leaders, DANA also serves as an advocate voice and convenor to help both nonprofits and government understand opportunities to strengthen their partnership. Please feel free to contact us if you have more questions. Your completed certificate can be electronically uploaded to the Department of State's office or filed by postal mail. That gives you plenty of time to prepare other business documents without losing your name to another business or nonprofit. Your first board meeting is usually referred to as the organizational meeting of the board. However, since Delaware doesnt have corporate income taxes or sales taxes, so you wont need to make an application. Business First Steps, Phone Directory DANA is focused on creating conditions and offering services that help Delaware nonprofits thrive; to serve their communities in meaningful and impactful ways. Your bylaws contain the rules and procedures your corporation will follow for holding meetings, electing officers and directors, and taking care of other corporate formalities required in Delaware. For Delaware nonprofits, that means filing the Certificate of Incorporation for Exempt Organization. The three most common legal responsibilities of a Delaware nonprofit include duty of care, duty of loyalty, and duty of obedience. The filing fee is $89 for a one-page certificate, with $9 added for each additional page. Are there other existing nonprofits with the same goal? The incorporation fees include: Division of Corporation fees of $50 . Delaware Nonprofit Corporation Formation Service: $1800 Flat Fee Same day filing and no appointments necessary Includes State Filing Fees Includes 24-hour processing and Certified Articles of Incorporation Draft Certificate of Incorporation with 501 (c) (3) tax exempt language File Certificate of Incorporation with Delaware Secretary of State After your Certificate of Incorporation form is complete, its time to truly get your nonprofits activities underway. Creating vibrant, accessible public spaces for residents and visitors along the Philly Waterfront. Miscellaneous forms, such as license applications or even bank accounts, may request this number. For example, a medical outreach group might have a board of directors with three doctors, a nurse, a financial expert, a creative visionary, and a lawyer. (The form is called Certificate of Incorporation, A Non-Stock Corporation.) Your very first board meeting, however, will look a bit different. An exempt corporation is not subject to Delaware's annual franchise tax. There are over 3000 tax exempt organizations operating in Delaware from faith organizations, fire companies and foundations, to food pantries, hospitals, and universities. But lets take a quick look at the basics for nonprofit taxes. A business corporation typically organizes for financial gain; a nonprofit exists not to make money but to further a cause or reach a goal. Delaware is a tiny state, but it has an outsized importance in the world of corporations. 401 Federal Street - Suite 4 . To see if your proposed name is available, you can search Delaware's online name database. When you hire Northwest to incorporate your Delaware nonprofit, we'll file your documents online, and you can choose either standard 2-day filing or 1-day (24-hour) processing for an additional $50 expedite fee. The incorporation fee can vary based on stock. To become a nonprofit corporation in Delaware you can to use the State of Delaware sample certificate of incorporation for an exempt corporation as a guide to draft your own Certificate of Incorporation and include the following information: Here are the sections that you will need to complete. Among the reasons that corporations are formed under Delaware law is the DGCL's policy to provide stockholders and corporations with maximum flexibility in ordering their affairs. You can either form an exempt corporation or an nonstock company in Delaware. How to start a non-profit in Delaware? Once you nail down an available name that you like, you can reserve it using the Application for Reservation of a Corporate Name form. Delaware does outline a few requirements for voting and quorums (along with actions without meetings). Please reference the Terms of Use and the Supplemental Terms for specific information related to your state. Major issues surrounding nonprofit regulation nationwide include the following: the redefinition of issue advocacy. Our organization had been struggling with how to get a strategic plan organized and written. 6144. Guru Tip: Dont want to form a nonprofit corporation alone? Understanding and negotiating these shared and complex elements of leadership is essential to an organizations success. Delaware Courts Only smaller nonprofits--those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000--are eligible to use the streamlined 1023-EZ application. Copyright 2022 MH Sub I, LLC dba Nolo Self-help services may not be permitted in all states. State Employees FORM NAME: Certificate of Incorporation for Exempt Corporation. Help Center 71 Del. More than one million business entities take advantage of Delaware's complete package of incorporation services, including modern and flexible corporate laws, our highly-respected Judiciary and legal community, a business-friendly government, and the customer-service-oriented staff of the Division of Corporations. ), but nailing down these aspects will help you establish a nonprofit thats compliant with Delaware state law and efficiently run. Phone: (302) 739-3073. Annual Obligations for Delaware Corporations. To form a nonprofit in Delaware, first you need to form a nonprofit corporation under Delaware state law. First, the organization should form a Delaware Non-Stock company. Section 1: Entity Name Delaware does have a general business license that every entity in the state needs to obtain. Tax Center Creating and sustaining an equitable and inclusive culture invites innovation, talent retention, and mission impact. approving initial transactions of the corporation, such as the opening of a corporate bank account. Your nonprofit corporation must obtain a federal employer identification number (EIN). Approximately 1200 of these provide services to millions of residents and visitors to Delaware. The agent forwards that notice to you. Email * Phone * Address * Street Address . Many prominent charitable entities are formed as Delaware nonprofit nonstock corporations, which reap the benefits that Delaware offers to all corporations while enjoying a flexible statutory foundation that exempts them from many of the administrative burdens on for-profit stock corporations. This one-page template requires some foundational information about your nonprofit. Up until now, your nonprofit has just been an idea; its not recognized by the state government. We recommend appointing an individual you trust. ", a statement that the corporation shall not have any capital stock, the conditions for membership (if any), and. Create a Corporation Incorporating is the most frequent method to create a charity, and it is the next step in making your organization official once you have chosen a name. The IRS can take up to 180 days to approve or reject your application, so we highly recommend completing the application correctly the first time. A Delaware nonprofit corporation provides the same personal liability protection benefits that all nonprofit corporations provide. Your nonprofit corporation name must include one of following: "Association," "Company," "Corporation," "Club," "Foundation," "Fund," "Incorporated," "Institute," "Society," "Union," "Syndicate," "Limited"; or "Co.," "Corp.," "Inc.," "Ltd.". Delaware Topics Voting & Elections Additionally, a business corporation gains investors by offering stock, which has the incentive of dividends and financial gain. One officer prepares minutes of the directors' and members' meetings and authenticates records of the corporation. Incorporation Guru is a website now owned by ZenBusiness Inc. Incorporation Gurureviewsproducts and services that the ZenBusiness family of sites sells. Form a Corporation. 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 As long as you meet the states disclosure requirements, youre free to begin fundraising as soon as youve established your business. This is a much simpler, shorter form that is filed online. 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