Whether you’re passionate about education, healthcare, or social justice, starting a nonprofit in Delaware could be your path to creating lasting impact.

However, the journey from idea to established nonprofit involves numerous steps, legal requirements, and important decisions. That’s why many first-time founders feel overwhelmed when figuring out how to start a nonprofit in Delaware.

The good news? You don’t have to navigate this process alone. With proper guidance and the right resources, you can transform your vision into a thriving nonprofit organization. Working with experienced partners like Labyrinth’s nonprofit compliance specialists can help streamline your journey from concept to reality, with their Nonprofit Compliance Specialists—each with 15+ years of nonprofit leadership experience—providing 1-on-1 support throughout the entire process.

Ready to make your nonprofit dreams come true? Let’s walk through everything you need to know about starting your Delaware nonprofit organization.

Plan Your Delaware Nonprofit

Before diving into the legal paperwork, taking time to plan your Delaware nonprofit thoroughly will set a strong foundation for success. A well-thought-out strategy ensures your organization starts with clear direction and purpose.

Define Your Mission and Vision

Your mission statement forms the core of your nonprofit, serving as your organization’s guiding principle. An effective mission statement should clearly communicate three key elements: whom you serve, why you exist, and how you serve them, as outlined in the Delaware Division of Revenue guidelines for nonprofit corporations. For instance, if you’re starting an educational nonprofit, your mission might focus on providing learning resources to underserved communities in Delaware.

Your vision statement, on the other hand, describes the future state your organization aims to create, according to the Delaware Division of Revenue. While your mission outlines the journey, your vision paints a picture of your ultimate goal. Both statements should be concise, memorable, and free from industry jargon, as per Delaware state guidelines.

Consider working with experienced consultants like Labyrinth’s nonprofit formation experts to craft compelling mission and vision statements that resonate with your stakeholders and inspire action. Their specialists understand what makes nonprofit missions compelling to both donors and the IRS.

Research Similar Organizations

Understanding the nonprofit landscape in Delaware helps you position your organization effectively. Delaware hosts various established nonprofits, from food distribution organizations to animal welfare groups. Study their programs, service areas, and target communities to identify:

• Potential collaboration opportunities
• Gaps in existing services
• Ways to differentiate your organization

Organizations like the Delaware Alliance for Nonprofit Advancement (DANA) offer valuable resources to help you understand the local nonprofit sector. Their expertise can guide you in developing strategies for sustainable impact.

Create a Basic Budget Plan

You’ve outlined community needs and drafted a mission statement. Now what? Let’s tackle the state filings that move you forward. A basic understanding of formation costs helps ensure you’re financially prepared. Focus on these essential expenses:

State Filing Fees:

• Certificate of Incorporation: $89.00
• Name reservation (optional): $75.00
• Expedited processing: $50.00-$100.00

Federal Filing Fees:

• Form 1023: $600.00
• Form 1023-EZ: $275.00

Processing Timelines:

• Delaware standard processing: 3 weeks
• Federal IRS review: Approximately 3 months

Time Investment:
Plan to spend 10-15 hours preparing formation documents and another 20-30 hours on your federal exemption application. Working with specialists can reduce this time significantly while ensuring accuracy.

Remember that proper budgeting extends beyond formation costs. Once established, your organization should aim to spend at least 65% of funding on programs and no more than 35% on overhead expenses.

Choose Your Nonprofit Structure

Understanding Delaware’s nonprofit structure options marks a crucial step in establishing your organization. Delaware offers specific types of nonprofit corporations, each designed to serve different purposes and communities.

Types of Delaware Nonprofits

Delaware recognizes two primary forms of nonprofit corporations: exempt corporations and non-stock corporations. The key distinction lies in their tax obligations and intended purposes.

Exempt Corporations:
These organizations qualify for exemption from Delaware’s annual franchise tax. To achieve exempt status, your organization must meet specific criteria, including:

• Operating as a 501(c)(3) organization
• Functioning as a civic or charitable organization
• Dedicating activities to religious or charitable purposes
• Ensuring no private individual benefits from net earnings.

Non-Stock Corporations:
This structure suits organizations like:

• Community associations
• Homeowners associations
• Business associations
• Organizations serving limited members.

Labyrinth’s experienced specialists can guide you through selecting the most suitable structure based on your organization’s goals and activities. Their experienced specialists understand the nuances of each structure and can help ensure you make the right choice from the start.

Board Requirements

Delaware’s board requirements balance flexibility with governance needs. Understanding these requirements ensures proper organizational oversight and compliance with state regulations.

Minimum Requirements:

• Delaware mandates at least one director for nonprofit corporations, as per Delaware General Corporation Law Section 141.
• Directors must be natural persons
• No residency requirements apply
• Term continues until a successor is elected and qualified.

IRS Considerations:
Although Delaware requires only one director, we recommend appointing at least three unrelated individuals to meet IRS requirements for 501(c)(3) organizations. This approach ensures your organization meets both state and federal standards from the start.

Best Practices:
Maintaining an effective board typically involves:

• Appointing an odd number of directors to prevent voting ties
• Establishing clear roles such as:
  • Chairperson
  • Secretary
  • Treasurer

Board Governance:
Your board holds significant responsibilities:

• Managing business affairs under Delaware law
• Establishing organizational policies
• Overseeing financial matters
• Making strategic decisions

Meeting Requirements:

• A majority of directors constitutes a quorum unless bylaws specify otherwise
• Board actions require majority vote of present directors
• Committees can be formed with one or more directors, as per Delaware General Corporation Law.

Remember, a well-structured board strengthens your organization’s governance and enhances its ability to serve its mission effectively.

Complete Legal Formation Steps

Establishing your nonprofit’s legal foundation requires careful attention to Delaware’s specific requirements and procedures. Let’s explore the essential steps to formalize your organization.

Name Your Organization

Selecting a distinctive name marks your first official step. Delaware mandates specific requirements for nonprofit names:

• Must include one of these terms: Association, Company, Corporation, Club, Foundation, Fund, Institute, Society, Union, Syndicate, or Limited.
• Cannot use terms like “Bank,” “Trust,” or “University” without proper authorization.
• Must be unique and distinguishable from other registered entities.

To secure your chosen name:

1. Search Delaware’s name availability database
2. Reserve the name for 120 days by paying $75.00, as detailed on the Delaware Division of Corporations website.
3. Ensure compliance with Delaware Division of Corporations guidelines.

Labyrinth’s formation experts can assist in navigating these naming requirements effectively, ensuring your chosen name meets all state requirements while positioning your organization for success.

File Formation Documents

Filing your Certificate of Incorporation establishes your nonprofit’s legal existence. The certificate must contain:

Essential Components:

• Organization name and purpose
• IRS-approved purpose clause for 501(c)(3) qualification
• Dissolution clause directing assets to other exempt organizations
• Registered agent’s name and Delaware address
• Statement prohibiting capital stock
• Membership conditions or reference to bylaws
• Incorporator’s name and mailing address.

The filing process involves:

1. Preparing the Certificate of Incorporation
2. Submitting through the Document Filing Service or mail
3. Paying $89.00.

Processing times vary based on submission method:

• Standard processing: 3 weeks
• 24-hour service: $50.00 expedite fee
• Same-day service: $100.00 expedite fee.

For the fastest processing, Labyrinth’s state-specific drop-off service can expedite your filing, ensuring your documents are hand-delivered to the appropriate state office where permitted—a service that sets them apart from many competitors.

Get Your EIN

A Federal Employer Identification Number (EIN) serves as your nonprofit’s tax ID. Apply for your EIN only after completing your state formation. This nine-digit number proves essential for:

• Opening bank accounts
• Filing tax returns
• Applying for 501(c)(3) status
• Managing employee payroll, as explained on the Delaware OneStop portal.

Application methods include:

• Online (preferred method)
• Fax (4 business days processing)
• Mail (4-5 weeks processing).

Important considerations:

• Apply only after legal formation completion, as advised by the IRS for exempt organizations.
• Provide responsible party information
• One EIN issued per responsible party per day, according to IRS guidelines on EIN applications.

When you work with Labyrinth, EIN acquisition is included as part of their comprehensive formation service, eliminating one more step from your to-do list.

Remember, Delaware requires nonprofits to register with both the Delaware Division of Revenue and the Delaware Department of Labor, as per Delaware’s nonprofit corporation forms. Furthermore, private foundations conducting activities in Delaware must file Federal Form 990 PF with the Delaware Attorney General’s office, as per state revenue guidelines.

Set Up Your Organization

Once your nonprofit’s legal foundation is in place, focus shifts to establishing operational systems and governance structures. These elements ensure your organization runs smoothly from day one.

Open a Bank Account

Opening a dedicated bank account separates your nonprofit’s finances from personal assets. To establish an account, prepare these essential documents:

• Certificate of Incorporation
• Bylaws
• EIN documentation
• Board meeting minutes authorizing account opening
• Resolution naming authorized signers

Many banks require meeting authorized representatives in person to open accounts. Contact potential banks beforehand to understand their specific requirements and compare nonprofit-specific services. Consider features like:

• Online banking capabilities
• Remote deposit options
• Fraud protection tools
• Fee structures for nonprofits

Labyrinth’s nonprofit support team can recommend banking partners familiar with nonprofit requirements and help ensure you have all necessary documentation prepared correctly.

Create Essential Policies

Strong governance policies protect your organization and demonstrate commitment to ethical operations. The IRS specifically looks for these core policies:

Conflict of Interest Policy:

• Defines potential conflicts
• Establishes disclosure procedures
• Outlines voting restrictions when conflicts exist
• Requires annual review and signatures

Document Retention Policy:

• Specifies minimum retention periods
• Details proper destruction methods
• Covers both physical and electronic records
• Addresses legal hold procedures

Whistleblower Protection Policy:

• Outlines reporting procedures
• Ensures confidentiality
• Prohibits retaliation
• Describes investigation processes

These policies aren’t just bureaucratic requirements—they protect your organization and build trust with donors and stakeholders. Labyrinth’s specialists can provide templates and guidance to ensure your policies meet both legal requirements and best practices.

Plan First Board Meeting

Your initial board meeting establishes crucial operational foundations. Schedule this meeting after receiving your Certificate of Incorporation but before opening bank accounts. The agenda should address:

Required Actions:

1. Adopt organizational bylaws (a flexible template is fine for a startup and can be revised later)
2. Elect officers
3. Authorize bank account opening
4. Approve essential policies
5. Set accounting year
6. Document registered agent appointment

Send meeting materials to board members at least one month in advance. Include:

• Detailed agenda
• Draft bylaws
• Proposed policies
• Corporate documents

During the meeting:

• Confirm quorum presence
• Appoint temporary chair and secretary
• Document all decisions in minutes
• Schedule subsequent meetings

Remember, thorough documentation of this first meeting proves essential for future operations and compliance requirements. Maintain signed copies of all adopted policies and resolutions in your corporate records. Your secure client portal with Labyrinth provides an ideal place to store these important documents for easy access and safekeeping.

Apply for Tax Exemption

Securing tax-exempt status marks a pivotal milestone in your journey to establish a nonprofit in Delaware. This process involves navigating both federal and state requirements, ensuring your organization can fully focus on its mission without undue tax burdens.

Federal 501(c)(3) Application

The cornerstone of nonprofit tax exemption lies in obtaining 501(c)(3) status from the Internal Revenue Service (IRS). Formation alone does not make donations tax-deductible—you must file Articles of Incorporation with the state, then apply to the IRS for federal tax-exempt status. This designation not only exempts your organization from federal income tax but also allows donors to make tax-deductible contributions, opening doors to increased funding opportunities.

Choosing the Right Form:
The IRS offers two application options:

1. Form 1023: This comprehensive application suits most organizations. It requires detailed information about your nonprofit’s structure, governance, and planned activities, as detailed by the IRS on Form 1023.
2. Form 1023-EZ: A streamlined version available to smaller nonprofits. To qualify, your organization must project annual gross receipts under $50,000 and have total assets less than $250,000.

Key Components of Form 1023:

• Organizational structure and history
• Detailed financial projections
• Governance policies
• Planned activities and their alignment with exempt purposes
• Compensation arrangements for officers and key employees

Application Process:

1. Register for an account on Pay.gov
2. Complete the appropriate form (1023 or 1023-EZ)
3. Pay the required user fee ($600 for Form 1023, $275 for Form 1023-EZ).
4. Submit supporting documents as requested

Processing Timelines:
IRS review times can span several months. Expect processing to take approximately three months for straightforward applications, though complex applications may require additional time. To expedite the process, ensure your application is complete and accurate. Labyrinth’s expert service combines expert service with modern technology to handle your nonprofit’s registrations, with their 100% IRS tax exemption approval guarantee providing peace of mind throughout this critical process. Their specialists prepare and submit your application, then handle any IRS correspondence, ensuring nothing falls through the cracks.

Common Pitfalls to Avoid:

• Incomplete financial information
• Vague descriptions of planned activities
• Inconsistencies between your application and organizing documents
• Failure to demonstrate how activities further exempt purposes

Remember, “nonprofit” does not equal automatic tax-exempt status. The IRS scrutinizes applications to ensure organizations truly qualify for tax-exempt status. Consequently, it’s crucial to present a clear, compelling case for your nonprofit’s eligibility. Labyrinth’s team knows exactly what the IRS looks for and crafts applications that meet these standards on the first submission.

State Tax Exemptions

While federal tax exemption is a significant milestone, don’t overlook Delaware’s state-level requirements. Fortunately, Delaware offers a relatively straightforward process for nonprofits seeking state tax exemptions.

Automatic Corporate Income Tax Exemption:
Good news for Delaware nonprofits: Any corporation granted 501(c)(3) status by the IRS is automatically exempt from Delaware Corporate Income Tax, as outlined in the Delaware Division of Revenue forms. This means you don’t need to file a separate application for state income tax exemption once you receive your federal determination letter.

Additional State Tax Benefits:
Beyond income tax exemption, Delaware offers several other tax advantages to qualified nonprofits:

1. Business License Exemption: Nonprofit corporations are exempt from obtaining a Delaware business license, according to Delaware state guidelines.
2. Gross Receipts Tax Exemption: Your organization is exempt from paying gross receipts tax on the sale of most goods and services, as per Delaware Division of Revenue information.
3. Property Tax Exemptions: Many nonprofits qualify for exemptions from various state and local property taxes. However, these exemptions are not automatic and may require separate applications with local taxing authorities.

Important Considerations:
While Delaware’s tax exemption process is relatively straightforward, keep these points in mind:

1. Registration Requirements: Even tax-exempt nonprofits must register with the Delaware Division of Revenue for employee withholding purposes, as stated in Delaware’s nonprofit corporation forms. Many states require a separate income- or sales-tax exemption application once you have the IRS determination letter.
2. Department of Labor Registration: All nonprofits must register with the Delaware Department of Labor, based on state regulations for nonprofits.
3. Charitable Registration: Charitable registration to fundraise is a separate filing, not granted automatically. Check with the Delaware Attorney General’s office for specific requirements.
4. Unrelated Business Income: Be aware that income from activities unrelated to your exempt purpose may still be subject to taxation, even if your organization holds 501(c)(3) status.
5. Private Foundations: If your nonprofit qualifies as a private foundation with activities in Delaware, you must file a copy of Federal Form 990 PF with the Delaware Attorney General’s office, as per Delaware’s nonprofit corporation forms.
6. Ongoing Obligations: Your nonprofit must file Form 990 annually with the IRS, submit state annual or biennial reports, and renew charitable solicitation registrations as required.

Maximizing Your Tax-Exempt Status:
To fully leverage your tax-exempt status in Delaware:

1. Maintain accurate records of all income and expenses
2. Regularly review your activities to ensure they align with your exempt purposes
3. Stay informed about changes in state and federal tax laws affecting nonprofits
4. Consider seeking professional guidance for complex tax situations

By diligently following both federal and state requirements, your Delaware nonprofit can secure and maintain its tax-exempt status, allowing you to channel more resources toward fulfilling your mission and making a positive impact in your community. For organizations that need to reinstate a revoked tax-exempt status, Labyrinth also provides specialized reinstatement support, using the same forms and processes to restore your organization’s good standing.

Conclusion

Starting a nonprofit in Delaware requires careful planning, attention to legal requirements, and proper organizational setup. Though the process might seem complex, breaking it down into manageable steps makes your journey easier and more structured.

Your success depends largely on thorough preparation – from crafting clear mission statements to establishing strong governance policies. Working with experienced partners like Labyrinth’s nonprofit formation services can help streamline these crucial early decisions and ensure compliance with state regulations. Their end-to-end formation support—from incorporation through IRS approval—means you’ll have expert guidance at every step, backed by their 100% money-back guarantee for 501(c)(3) approval.

Remember that proper documentation and timing play vital roles throughout the formation process. Each step builds upon previous ones, creating a solid foundation for your organization’s future. Professional guidance through these steps can help prevent common pitfalls and accelerate your path to serving your community. With features like secure document storage in your SOC 2 Type II compliant client portal and transparent pricing with no hidden fees, you’ll always know exactly where you stand in the process.

Armed with this comprehensive guide and the right support system, you now have the knowledge needed to transform your nonprofit vision into reality. Take action today – your future beneficiaries await the positive change your organization will bring to Delaware.