$109 to file with Delaware, then your IRS application. Delaware makes you a corporation, and only the IRS decides whether you are a 501(c)(3). Our AI mapped both approvals, so you can do them in the right order.
The 10-minute walkthrough. Every step below links to its chapter.
Updated . Facts checked against the Delaware Division of Corporations, the Delaware Code and the IRS. Written by the EntityEngine Editorial Team.
The short answer
A Delaware nonprofit needs two approvals: the state and the IRS
To form a nonprofit in Delaware, choose a name with a corporate word like "Inc.", appoint a Delaware registered agent, file a Certificate of Incorporation for $109, adopt bylaws, and get a free EIN. Then apply to the IRS for 501(c)(3) status. Delaware’s one-page state form lacks the purpose and dissolution clauses the IRS requires, so write them into your certificate before you file.
Fast facts
Delaware nonprofit costs and rules, verified October 1, 2026
Checked against the Delaware Division of Corporations fee schedule revised August 1, 2026, the Division’s exempt-corporation form, the Delaware Code, the Delaware Division of Revenue and the IRS.
Delaware nonprofit fast facts
Topic
Answer
Detail
State filing fee
$109, plus $9 for each extra page
For the certificate of incorporation for an exempt corporation. A certified copy is $50.
Expedited filing
$50 24-hour · $100 same day · $500 2-hour · $1,000 1-hour
Optional. Same-day must be in by 2:00 pm ET, 2-hour by 7:00 pm ET, 1-hour by 9:00 pm ET.
Standard processing time
Not published by Delaware
Anyone quoting a number of days is guessing. The IRS decides on its own schedule.
IRS user fee
$600 (Form 1023) or $275 (Form 1023-EZ)
Paid on Pay.gov when you file. The IRS can change these amounts.
Delaware annual report
$25, due March 1
Filed every year. Exempt corporations owe no franchise tax.
IRS annual return
Form 990 series, every year
Due the 15th day of the 5th month after the end of your tax year: May 15 for calendar-year organizations.
Automatic revocation
3 missed years
An organization that does not file with the IRS for three consecutive years loses its exemption automatically.
Registered agent
Required, Delaware street address
A P.O. box does not count. You do not have to live in Delaware.
Board of directors
One or more people
Each director must be a natural person. Voting members or board-only is set in the certificate or bylaws.
Charitable registration in Delaware
No registration statute
Disclosure rules in 6 Del. C. § 2591 and following apply. Other states may require registration.
EIN
Free from the IRS
Required before you can submit the exemption application.
In the video
What the 10-minute walkthrough covers
Jump straight to the part you need. Each chapter starts the video at that moment.
Our AI mapped both approvals, so you don’t have to
Every number on this page comes from Delaware’s own forms, fee schedule and statutes and from the IRS, checked on October 1, 2026.
Two approvals, in the right order
Delaware makes you a corporation. The IRS decides on 501(c)(3). We lay out both, so the first one is built to pass the second.
The clauses Delaware’s form leaves out
The state accepts a one-page form with no purpose limit and no dissolution clause. The IRS looks for both, and Delaware’s own instructions say the form has no room for them.
Form 1023 or 1023-EZ
The full application at $600 or the short one at $275, who can use which, and the 27-month window that dates your exemption back to formation.
The two dates that keep you exempt
Delaware’s annual report by March 1 and the IRS Form 990 series. Miss the IRS filing three years running and the exemption ends.
Approval one: Delaware
The 5 steps to form a Delaware nonprofit
The same order the video teaches. Each step tells you where to go, what it costs, and the one thing that trips people up.
1
Step 1: Choose your name
Pick a name with a corporate word such as "Inc." or "Corporation" and check that it is distinguishable from every entity already on Delaware’s records.
Must include a word such as "Association", "Corporation", "Company", "Club", "Foundation", "Fund", "Incorporated", "Institute", "Society", "Union", "Syndicate" or "Limited", or an abbreviation such as Inc. or Corp. (8 Del. C. § 102(a)(1)).
Must be distinguishable on the Division’s records from every other entity already on file.
Reserving a name is optional: $75 holds it for 120 days.
You do not need to reserve the name to incorporate. Skip the $75 unless you are not ready to file yet.
2
Step 2: Choose your Delaware registered agent
Delaware requires every corporation, nonprofits included, to keep a registered agent at a street address in Delaware to receive legal papers.
Every Delaware corporation, nonprofits included, must keep a registered office at a street address in Delaware and a registered agent there to accept legal documents. A P.O. box does not count.
You do not have to live in Delaware to incorporate there. If your mission is elsewhere, or you do not want your home address on a public record, a commercial registered agent solves it.
The Division lists commercial registered agents but does not regulate them. Do your own due diligence.
A yearly fee to a Delaware registered agent provider, unless you have your own Delaware office.
Watch out
A P.O. box will not be accepted. If your mission is outside Delaware, a commercial registered agent keeps your home address off the public record.
3
Step 3: File your Certificate of Incorporation, with the IRS language in it
This is the step that decides everything. Delaware’s one-page form is accepted by the state, but it leaves out the clauses the IRS looks for, so write your own certificate with them included.
What Delaware requires in the certificate
The corporation’s name, with a required word or abbreviation
The registered office’s street address in Delaware and the name of the registered agent there
The purpose: any lawful act or activity, and a statement that the corporation shall be a nonprofit corporation
A statement that the corporation has no capital stock
The conditions of membership, or a note that they are set out in the bylaws
The incorporator’s name and mailing address, and the incorporator’s signature. The corporation itself cannot be the incorporator.
What the IRS also looks for
A purpose clause that limits the organization to 501(c)(3) purposes, such as charitable, educational, religious or scientific, and gives it no power to carry on other activities beyond an insubstantial part
A dissolution clause: if the organization ever closes, its assets go to another 501(c)(3) purpose, or to the federal, state or local government for a public purpose, never to a private person
The limits that come with exemption: no earnings for insiders, no substantial lobbying, and no campaigning for or against candidates
How to file
Online through the Division’s Document Filing and Certificate Request Service. Fees are charged when the order is processed. Hours: Monday to Thursday 7:45 am to 11:59 pm, Friday 7:45 am to 10:30 pm Eastern.
Or by mail to the Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901, with a cover letter.
Visa, MasterCard, American Express and Discover are accepted. Payments over $5,000 must be ACH debit.
Delaware’s own instructions say the IRS requires specific language in the certificate, that the sample form has no space for it, and that you should use the form as a guideline and draw up your own certificate.
$109 state fee, plus $9 for each page after the first. Add $50 for 24-hour, $100 for same-day, $500 for 2-hour or $1,000 for 1-hour service.
Watch out
Delaware accepts the fill-in form as it is, and you become a legal Delaware corporation. If the IRS language is missing when you apply for tax-exempt status, the IRS may reject the application, and you may have to file another document and pay additional fees.
4
Step 4: Adopt bylaws and hold your first board meeting
Filing creates the corporation. Bylaws and a first board meeting make it work, and they are the records the IRS application builds on.
Delaware law allows a board of one or more directors, and each one must be a real person. That is the legal floor (8 Del. C. § 141(b)).
Think about who the IRS will read about. It wants an organization run for the public, not for the people running it, so build a board of people who care about the mission and can decide independently.
Choose whether the nonprofit has voting members or is run by its board alone. The certificate can state the conditions of membership, or the bylaws can.
Bylaws say how directors are chosen, how meetings run, who the officers are and how decisions get made.
They are not filed with Delaware. They stay in your records, and you upload them with Form 1023 if you have adopted them.
Hold your first board meeting: adopt the bylaws, elect officers, and write minutes. Those minutes are the first page of the organization’s memory.
Adopt a written conflict-of-interest policy so that when a decision touches a director personally there is a rule for it. It is good practice, not a Delaware requirement.
Bylaws are not filed with Delaware, so nobody will remind you to write them. Do it before you apply to the IRS: Form 1023 asks you to upload your bylaws if you have adopted them.
5
Step 5: Get your EIN from the IRS
The federal tax ID number. You need it to open a bank account, and the IRS will not accept your exemption application without it.
Free from the IRS. You never have to pay a fee for an EIN.
Form the corporation with Delaware first, then apply. The IRS asks for the legal name and formation date.
The IRS will not let you submit the exemption application without an EIN, so get it before anything else federal.
Apply online with the responsible party’s Social Security number or ITIN. The session expires after 15 minutes of inactivity.
Wait until Delaware has filed your certificate, then apply right away. Everything federal that comes next depends on it.
Approval two: the IRS
Then apply to the IRS for 501(c)(3) status
Delaware’s approval makes you a corporation. This one makes you tax-exempt, and it is the IRS’s call alone.
6
Step 6: Apply to the IRS for 501(c)(3) status
The second approval. File Form 1023, or the shorter Form 1023-EZ if you pass the IRS eligibility worksheet, online at Pay.gov.
Form 1023, the full application: upload your certificate, any amendments and your bylaws if adopted, and point to where the purpose and dissolution clauses appear.
Form 1023-EZ, the short application: complete the IRS eligibility worksheet first, then attest that your organizing document contains the purpose and dissolution clauses. Churches, schools and hospitals cannot use it.
Both are filed online at Pay.gov only. An officer, director or trustee authorized to sign for the organization signs and submits.
You need an EIN before you can submit either one.
File within 27 months after the end of the month you were legally formed, and if the IRS approves, your exempt status is effective from your formation date. File later and it generally starts on your filing date.
Bring the filed Certificate of Incorporation, the bylaws and the EIN letter. A separate account keeps every dollar given to the mission apart from anyone’s personal money.
Keep the records the IRS builds on
Minutes of the first board meeting and every decision after it, your bylaws, your conflict-of-interest policy and, when it arrives, your IRS determination letter.
Register with Delaware if you have employees
It must still register with the Division of Revenue and the Delaware Department of Labor, and withhold Delaware income tax for employees who work in Delaware.
Claim your Delaware tax exemptions once the IRS approves
Once the IRS recognizes the organization under section 501(c), it is exempt from Delaware corporate income tax, and from the Delaware business license and gross receipts tax on most goods and services.
Check the fundraising rules where you solicit
Delaware’s Division of Revenue says the state has no statute requiring charitable solicitations to be registered with the Department of Justice or another state agency. Disclosure rules in 6 Del. C. § 2591 and following still apply to fundraising. If you solicit donations in other states, those states may require registration.
Put both annual dates on the calendar
Delaware’s annual report is due every March 1, and your IRS return is due the 15th day of the 5th month after the end of your tax year. EntityEngine’s Compliance Engine watches both.
Heads up
Staying exempt is two dates a year
Getting exempt is one thing. Staying exempt is two dates a year. Delaware: your nonprofit files an annual report on or before March 1 every year. For an exempt corporation the filing fee is $25, and no franchise tax is due, but the report is still required.
The IRS: every year you file a return in the Form 990 series. The smallest organizations file a short electronic notice, the Form 990-N. The return is due by the 15th day of the 5th month after the end of your tax year, which is May 15 for calendar-year organizations.
This is the one to remember: miss the IRS filing 3 years in a row and your exemption is revoked automatically.
Then your IRS return by May 15 (calendar year). Three missed years ends the exemption.
Three ways to get it done
Do it yourself, hire a lawyer, or form it with us
Do it yourself
$109 plus your time and the IRS fee
You draft your own certificate with the purpose and dissolution clauses, because the state form has no room for them.
You write bylaws and a conflict-of-interest policy and hold your first board meeting.
You complete Form 1023 or 1023-EZ on Pay.gov and track both annual dates: March 1 and your Form 990.
Fine if you are comfortable drafting legal documents. Just do not file the one-page form as it is.
Hire a lawyer
Hourly or flat fees, usually far above the state fee
Right when your programs are complex, or you are a church, a school or a hospital.
You still need a registered agent and a calendar for both annual filings.
Most lawyers do not track your annual filings after the engagement ends.
Best for complex structures, not for a standard charity.
Form it with EntityEngine
The $109 state fee plus our package
Our AI formation builds your Delaware Certificate of Incorporation with the 501(c)(3) purpose, private-benefit and dissolution clauses already written in, and we arrange your Delaware registered agent.
It drafts your bylaws and conflict-of-interest policy.
The IRS 501(c)(3) Exemption task prepares your federal application so it is approval-ready. Your officer signs and submits it, and the IRS decides.
The Compliance Engine watches March 1 and your annual Form 990.
Built for people who want to get back to the mission.
When you form with EntityEngine, we arrange your Delaware registered agent for you, and the Compliance Engine tracks the renewal. EntityEngine is not a law firm, does not give legal or tax advice, and cannot promise IRS approval.
FAQ
Delaware nonprofit questions, answered
Plain answers, each one checked against the state’s and the IRS’s own rules.
How much does it cost to start a nonprofit in Delaware in 2026?
Delaware charges $109 to file the Certificate of Incorporation for an exempt corporation, plus $9 for each page after the first and $50 for a certified copy. If you apply for federal 501(c)(3) status, the IRS user fee is $600 for Form 1023 or $275 for Form 1023-EZ, paid on Pay.gov. An EIN is free. Each year the nonprofit pays a $25 Delaware annual report fee and no franchise tax.
Is a Delaware nonprofit automatically tax-exempt?
No. A tax-exempt nonprofit needs two approvals. Delaware makes you a corporation when it files your certificate. The IRS separately decides whether you are a 501(c)(3). You can pass the first and still have your organizing document wrong for the second.
Why is Delaware’s one-page nonprofit form not enough for 501(c)(3) status?
The state form uses a general purpose clause (any lawful activity) and has no dissolution clause. The IRS requires an organizing document that limits the organization to 501(c)(3) purposes and says its assets go to another exempt purpose or to government if it closes. Delaware’s own instructions say the IRS requires specific language and that the sample form has no space for it, so you draw up your own certificate with the language in it.
What is the 27-month rule for 501(c)(3) applications?
If you file Form 1023 within 27 months after the end of the month you were legally formed, and the IRS approves, your exempt status is effective from your formation date. File later and the exemption generally starts on your filing date instead.
Should I file Form 1023 or Form 1023-EZ?
Form 1023-EZ is the shorter, cheaper application ($275 versus $600), but you must first complete the IRS eligibility worksheet and attest that your organizing document has the purpose and dissolution clauses. Churches, schools and hospitals cannot use it. The full Form 1023 is for organizations that do not qualify for the short form, and it asks you to upload your organizing document and bylaws and point to where the clauses appear. Both are filed online at Pay.gov.
Do Delaware nonprofits file an annual report or pay franchise tax?
Every Delaware corporation, nonprofits included, files an annual report on or before March 1. For an exempt corporation the filing fee is $25. Exempt corporations do not pay Delaware franchise tax.
How many directors does a Delaware nonprofit need?
Delaware law allows a board of one or more directors, and each must be a natural person. That is the legal minimum. For the IRS, build a board that shows the organization is run for the public rather than for the people running it, with decision-makers who can act independently. You also choose whether the nonprofit has voting members or is run by its board alone, and the certificate or the bylaws can say so.
Do I need to register before I solicit donations in Delaware?
Delaware’s Division of Revenue says the state has no statute requiring charitable solicitations to be registered with the Department of Justice or another state agency. Disclosure rules in 6 Del. C. § 2591 and following still apply to fundraising. If you solicit donations in other states, those states may require registration.
Does a Delaware nonprofit pay Delaware taxes?
Once the IRS recognizes the organization under section 501(c), it is exempt from Delaware corporate income tax, and from the Delaware business license and gross receipts tax on most goods and services. It must still register with the Division of Revenue and the Delaware Department of Labor, and withhold Delaware income tax for employees who work in Delaware. A private foundation active in Delaware also files a copy of Form 990-PF with the Delaware Attorney General.
Do I need a registered agent in Delaware, and can I live in another state?
Yes to the agent: every Delaware corporation, nonprofits included, needs a registered office at a Delaware street address with a registered agent there, and a P.O. box does not count. No to living in Delaware: you do not have to live there to incorporate there. If your mission is elsewhere, or you do not want your home address on a public record, a commercial registered agent solves it.
What happens if a nonprofit stops filing its IRS return?
Most tax-exempt organizations file a return in the Form 990 series every year: Form 990, 990-EZ, 990-PF or, for the smallest organizations, the 990-N e-postcard. It is due by the 15th day of the 5th month after the end of your tax year, which is May 15 for calendar-year organizations. An organization that does not file for 3 consecutive years automatically loses its tax-exempt status.
Can EntityEngine get my 501(c)(3) approved?
No one can promise approval, and EntityEngine does not file with the IRS for you. The IRS makes the decision. Our formation tool builds your Delaware Certificate of Incorporation with the purpose and dissolution clauses already in it, and the IRS 501(c)(3) Exemption task prepares your application: an eligibility check, a certificate check, narratives, financial projections, policies and a readiness score. An officer of your organization then signs and submits it on Pay.gov.
Facts verified October 1, 2026. Delaware changes fees by statute and the IRS can change forms and fees; we re-check this page when they do.
This page is general education, not legal or tax advice. EntityEngine is not a law firm, a government agency, the IRS or a registered agent, and it cannot promise that the IRS will approve an application. Filing and registered agent services are arranged through third-party providers.
Ready to start your Delaware nonprofit?
Answer a few questions. We build your Certificate of Incorporation with the 501(c)(3) language in it, arrange your Delaware registered agent, draft your bylaws, prepare your IRS application so it is approval-ready, and remind you before every March 1.