Start a nonprofit · Delaware
How to Start a Nonprofit in Delaware
Delaware charges $109 to file the certificate of incorporation of an exempt, nonstock corporation, and an exempt domestic corporation files a $25 annual report each year by March 1. Delaware requires every business entity to keep a registered agent with a physical Delaware street address.
Every fee and rule on this page was checked against the agency's own publication on November 8, 2026. Sources are linked under each item.
At a glance
The Delaware requirements in one table.
| Type of entity | A Delaware exempt corporation that is not authorized to issue capital, formed under Section 102 or 391 of the General Corporation Law. |
|---|---|
| State filing fee | $109 for the certificate of incorporation. Same-day service is $100 and 24-hour service is $50. Sources: Corporate fee schedule |
| Name reservation | $75 for a 120-day reservation. Sources: Corporate fee schedule |
| Registered agent | Required, with a physical street address in Delaware. A business physically located in Delaware may act as its own agent. Sources: How to form |
| Federal exemption | Form 1023 ($600) or Form 1023-EZ ($275), filed electronically on Pay.gov. Sources: IRS fee page, IRS e-filing notice |
| Annual report | $25 for an exempt domestic corporation, due March 1. Sources: Annual report instructions |
The steps
Four steps, in the order they happen.
Confirm the corporation qualifies as exempt.
Under Section 391(j), the corporation must not be authorized to issue capital and must meet at least one listed criterion. These include exemption under IRC 501(c) or a similar provision, organization primarily or exclusively for religious or charitable purposes, or organization not for profit with no part of net earnings benefiting a member or individual.
Sources: Exempt corporation forms
Name a Delaware registered agent.
Delaware law requires every business entity to have and maintain a registered agent in the state, with a physical street address in Delaware.
Sources: How to form
File the exempt corporation certificate and pay $109.
The Division of Corporations files the Exempt Corporation incorporation form with a filing cover memo. The state filing fee is $109, and certified copies are $50 each. The sources reviewed do not state the minimum number of incorporators or directors for a nonstock corporation, so confirm those in the General Corporation Law before filing.
Apply to the IRS for 501(c)(3) status.
If the corporation plans to seek federal recognition as a 501(c)(3) charity, the Division of Corporations notes the certificate of incorporation must contain certain provisions, and it points to irs.gov for the details.
Forming a corporation does not make it tax-exempt. The federal application is Form 1023, with a $600 user fee, or the shorter Form 1023-EZ, with a $275 user fee, for smaller organizations that pass the eligibility worksheet in the form instructions. Both are filed electronically on Pay.gov, and the IRS returns paper applications. The IRS notes that the amounts can change.
The IRS answers with a determination letter, the written ruling that recognizes the exemption.
Sources: Exempt corporation forms, IRS fee page, IRS e-filing notice
Annual filing
What the annual report costs for exempt corporations.
Exempt corporations file differently from stock corporations.
No franchise tax stated.
The Division states that exempt domestic corporations do not pay the franchise tax and file an annual report with a $25 filing fee. Non-exempt domestic corporations pay a $50 filing fee plus franchise tax.
Sources: Annual report instructions
Late penalty.
Failing to file and pay results in a $200 penalty plus 1.5% interest per month.
Sources: Annual report instructions
After you form
Staying in good standing.
One filing recurs every year.
File the annual report by March 1.
Domestic annual reports for the prior year are due on or before March 1 and are filed online. The fee for an exempt domestic corporation is $25.
Sources: Annual report instructions
Common questions
Quick answers.
How much does it cost to start a nonprofit in Delaware?
The certificate of incorporation costs $109, plus the IRS user fee of $275 for Form 1023-EZ or $600 for Form 1023. That totals $384 or $709 as of the date this page was verified.
Does a Delaware nonprofit pay franchise tax?
The Division of Corporations states that exempt domestic corporations file an annual report with a $25 filing fee and do not pay the tax that non-exempt corporations pay.
Does a Delaware nonprofit need a registered agent?
Yes. Delaware requires every business entity to maintain one with a physical street address in the state.
After the filing
What comes next for a Delaware nonprofit.
The state filing is the short part. These are the next four jobs, and the book that handles each.
- Book I
Get the federal application and first-year budget right
The name, bylaws, the IRS application, a founding board and a first-year budget that balances.
- Book X
Start from finished documents
Forty annotated documents, including bylaws, budgets, policies, job descriptions and board papers, as editable Word files.
- Book VII
Build the board on purpose
What a board is for, recruiting for the skills you lack, working with the chair and running meetings that reach decisions.
- Book VIII
Stay in good standing
Charitable solicitation registration, operating in a second state, insurance and annual filings.
The complete set
All ten books and forty documents, $149.
All ten books in PDF and EPUB, plus the forty documents from Book X as editable Word files. The books are not sold separately.
Free when you join the list
Every Document a New Nonprofit Needs
Articles, bylaws, minutes, the exemption application, the policies and the filings: the whole sequence a new organization has to produce, in the order it arrives.
Sources
Where each figure comes from.
- Delaware Division of Corporations, Corporate Fee Schedule (August 2026)
- Delaware Division of Corporations, Corporate Forms and Certificates for an Exempt Corporation
- Delaware Division of Corporations, Annual Report and Tax Instructions
- Delaware Division of Corporations, How to Form a New Business Entity
- IRS, Form 1023 and 1023-EZ: amount of user fee
- IRS, Changes to the exempt organization determinations process
Last verified November 8, 2026. Fees and rules change, so confirm with the agency before you file. This page is general information and not legal or tax advice.