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.

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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)
Certificate of Incorporation – Nonstock Corporation Annual Franchise Tax Report – Nonstock Corporation Note: forms can be submitted both online and on paper Visit: State Portal	Delaware generally does not impose a state corporate income tax on nonprofits but must confirm exemption status with the Division of Revenue if required.	Form 1023 (Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code): For most charitable organizations Form 1024 (Application for Recognition of Exemption Under Section 501(a) or Section 521 of the Internal Revenue Code): For other types of nonprofits. Form 990 (Return of Organization Exempt From Income Tax): Annual information return for tax-exempt organizations.

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.

State Filing Requirements for Non-Profits

Tax Exemption Requirements

Delaware does not require a separate application for state corporate income tax exemption for most 501(c) nonprofits. However:

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

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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?

At least $89 (includes $89 filing fee; additional fees may apply if you request expedited service).

2. When is the annual franchise tax report due?

March 1 every year.

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.

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About TaxZerone®

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Non-Profit State Filing

Delaware State Filing Requirements

Required Non-profit Forms

State Filing Requirements for Non-Profits

Tax Exemption Requirements

Filing Deadlines for Non-Profit Forms

Registration & Annual Filing (Non-Profits)

Initial Registration

Annual Filing Requirements

Simplify Your Filing Process with TaxZerone

TaxZerone is the reliable choice for employers looking for accurate,efficient, and compliant tax and information return filing.

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?

4. Do Delaware nonprofits need to register for charitable solicitation?

5. Do I still need to file IRS Form 990 if I file the franchise tax report?

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Form 990 | 990-EZ | 990-PF

Form 990-T

Non-Profit State Filing

Delaware State Filing Requirements

Required Non-profit Forms

State Filing Requirements for Non-Profits

Tax Exemption Requirements

Filing Deadlines for Non-Profit Forms

Registration & Annual Filing (Non-Profits)

Initial Registration

Annual Filing Requirements

Simplify Your Filing Process with TaxZerone

TaxZerone is the reliable choice for employers looking for accurate,efficient, and compliant tax and information return filing.

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?

4. Do Delaware nonprofits need to register for charitable solicitation?

5. Do I still need to file IRS Form 990 if I file the franchise tax report?

About TaxZerone®

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