At a Glance

Delaware nonprofits must file specific annual reports with both state and federal agencies to maintain their legal status and tax-exempt standing. At the state level, all nonprofits incorporated in Delaware must submit an Annual Franchise Tax Report by March 1 each year with a $25 filing fee, even though they are exempt from paying the actual franchise tax. See the Delaware Division of Corporations franchise tax page for details.

For federal requirements, nonprofits must file the appropriate Form 990 series (990-N, 990-EZ, or 990) by the 15th day of the 5th month after their fiscal year ends, as outlined in the IRS annual return due date guidance for exempt organizations.

Introduction

Keeping your nonprofit in good standing requires more than just doing good work—it demands staying on top of specific state and federal paperwork deadlines. Whether you’re managing a small community organization or a large charitable foundation in Delaware, understanding your ongoing filing obligations is essential for maintaining your nonprofit status.

From annual franchise tax reports to IRS Form 990 submissions, each requirement plays a vital role in your organization’s legal health. Missing these crucial obligations could put your tax-exempt status and legal standing at risk. Unfortunately, many Delaware nonprofit leaders overlook these compliance requirements until it’s too late.

This comprehensive guide will walk you through everything you need to know about Delaware nonprofit annual filing requirements, helping you create a foolproof schedule that protects your mission-focused work. With the right approach, nonprofit compliance becomes manageable and routine.

Understanding Your Annual Filing Obligations

Maintaining your Delaware nonprofit corporation requires vigilance over specific annual filing obligations at both state and federal levels. These mandatory submissions keep your organization legally compliant and protect your tax-exempt status.

What counts as an annual filing for Delaware nonprofits

1. Annual Franchise Tax Report: All Delaware nonprofits must file this report with the Delaware Division of Corporations, regardless of tax-exempt status. While nonprofits are exempt from paying franchise tax, they must still submit the report along with a $25 filing fee. The deadline is March 1 each year. Filing can be completed online through the Delaware eCorp franchise tax filing portal. For requirements and penalties, see the Delaware Division of Corporations franchise tax page.
2. IRS Form 990 Series: Depending on your organization’s size and type, you’ll need to file Form 990-N, 990-EZ, 990, or 990-PF. This federal filing is due by the 15th day of the 5th month after your fiscal year ends. See the IRS annual return deadlines. For organizations with a December 31 fiscal year end, the deadline is May 15.
3. Employee-Related Filings: If your nonprofit has employees in Delaware, you generally need to register as a withholding agent with the Delaware Division of Revenue and complete any required registrations with the Delaware Department of Labor. Use Delaware One Stop to determine and complete the appropriate registrations for your organization.
4. Form 990-PF Filing: Private foundations should follow IRS filing rules for Form 990-PF. State-level submission requirements vary by jurisdiction; Delaware does not currently require charitable solicitation registration. Review the Delaware charitable solicitations page, and check with the applicable state agency if you operate outside Delaware.

Why both state and federal filings matter

State and federal filing requirements serve different yet equally important purposes.

Federal filings primarily maintain your tax-exempt status. Missing Form 990 filings for three consecutive years automatically revokes your federal tax exemption; see the IRS guidance on annual return due dates and revocation. This loss can be devastating, as reinstatement is both costly and time-consuming.

Meanwhile, state filings preserve your legal existence as a corporation. Failing to file your Delaware Annual Report incurs a $200 penalty; interest of 1.5% per month applies to any unpaid tax balance. For details, consult the Delaware Division of Corporations franchise tax information. Continued non-compliance may lead to loss of good standing and administrative action by the state.

Furthermore, maintaining compliance across all jurisdictions demonstrates accountability to donors, grantmakers, and the public. Many funders verify compliance status before approving grants or major gifts. Organizations managing multiple jurisdictions often find value in working with compliance specialists who can track varying deadlines and coordinate filing requirements across states.

Common misconceptions about nonprofit compliance

Several misconceptions often trip up Delaware nonprofit leaders:

Misconception 1: “Delaware incorporation means I only need to comply with Delaware laws.”
Reality: If your nonprofit operates in multiple states, you must comply with each state’s requirements, including possible “foreign corporation” filings and charitable solicitation registrations. For Delaware’s position on solicitations, see the Delaware charitable solicitations page.

Misconception 2: “Tax exemption means no filing requirements.”
Reality: While exempt from paying certain taxes, nonprofits must still file annual reports and information returns. Refer to the IRS annual return requirements.

Misconception 3: “Delaware requires charity registration like other states.”
Reality: Unlike many states, Delaware has no specific statute requiring charity registration. See the Delaware charitable solicitations information. However, the Attorney General’s office provides general oversight of charities.

Misconception 4: “My state annual report and IRS Form 990 have the same deadline.”
Reality: The deadlines differ significantly. The Delaware Annual Report is due March 1, while Form 990 is due based on your fiscal year end; review the Delaware annual report deadline and the IRS due date schedule.

Additionally, many organizations overlook the requirement to maintain a registered agent with a physical Delaware street address for receiving legal documents and government communications. See the state’s registered agent FAQs.

Delaware State Filing Requirements

Every Delaware nonprofit must submit specific state filings to maintain legal status. These requirements differ based on whether your organization was formed in Delaware (domestic) or outside the state (foreign). We help nonprofits manage these deadlines and prepare all necessary documents to ensure timely submission.

Filing the Annual Franchise Tax Report

The Delaware Annual Franchise Tax Report is a mandatory filing for all nonprofits incorporated in the state. Although nonprofits are exempt from paying the actual franchise tax, they must still file the annual report along with a $25 filing fee. For details and instructions, see the Delaware Division of Corporations franchise tax page.

This report provides the state with current information about your organization, specifically:

• Principal place of business address (cannot be your registered agent’s address)
• Names and addresses of all directors
• Officer information, including who signs the report
• Nature of the corporation’s business

For domestic nonprofit corporations, this report serves as official documentation of your organization’s status and leadership. Foreign nonprofits (those formed outside Delaware but operating in the state) must file a different version of the annual report; the filing fee for foreign corporations is $125, and the annual report is due by June 30 each year. See the Delaware annual report guidance.

Due dates and penalties for late filing

For domestic nonprofits incorporated in Delaware, the Annual Franchise Tax Report deadline is March 1 each year. The first report becomes due in the calendar year following your initial registration.

Foreign nonprofits operating in Delaware face a later deadline of June 30 each year for their annual reports.

Missing these deadlines triggers consequences:

• Domestic nonprofits: $200 penalty; 1.5% interest per month applies to any unpaid tax balance
• Foreign nonprofits: $125 penalty for late filing
• Loss of good standing, which can affect grants, loans, and contracts

For penalty and interest details, consult the Delaware Division of Corporations franchise tax information.

How to file online through eCorp

Delaware mandates electronic filing of all Annual Reports through its online portal. To complete your filing through the Delaware eCorp system:

1. Visit the Delaware eCorp franchise tax filing portal.
2. Enter your seven-digit Business Entity File Number (find this by searching the Delaware Business Database).
3. Verify and update your organization’s information.
4. Pay the applicable filing fee using credit card or electronic check.

Expedited service is available for an additional fee; see the Delaware expedited services information.

Amending your annual report if needed

If you discover errors in your submitted report, you can file an amended annual report. Fees and processing timelines for amendments are set by the Delaware Division of Corporations; consult the current fee schedule or contact the Division for details.

Remember that maintaining accurate state filings is not just about avoiding penalties—it’s fundamental to preserving your nonprofit’s legal existence and ability to fulfill its mission. We can assist with preparing and filing these annual reports, ensuring all information is accurate and submitted on time.

Federal IRS Filing Requirements

Beyond state compliance, federal filing requirements form a crucial component of your nonprofit’s annual obligations. The IRS requires specific information returns that vary based on your organization’s size and structure. Review deadlines and forms at the IRS annual return due date page for exempt organizations.

Which version of Form 990 to file

• Form 990-N (e-Postcard): For small organizations with gross receipts normally ≤ $50,000
• Form 990-EZ: For organizations with gross receipts < $200,000 and total assets < $500,000
• Form 990: For organizations with gross receipts ≥ $200,000 or total assets ≥ $500,000
• Form 990-PF: Required for all private foundations regardless of financial status

Some organizations cannot use Form 990-N even if their gross receipts qualify. For instance, subordinate organizations included in a group return do not file Form 990-N since the group return fulfills their reporting requirement. See the IRS guidance on filing categories.

Deadlines based on fiscal year

Form 990 submissions operate on a fiscal year schedule. The standard deadline is the 15th day of the 5th month after your organization’s accounting period ends. For example:

• Calendar year organizations (ending December 31): Due May 15
• Fiscal year ending June 30: Due November 15
• Fiscal year ending March 31: Due August 15

If the due date falls on a weekend or legal holiday, the deadline extends to the next business day. Need more time? File Form 8868 for an automatic six-month extension. Note that while Form 990-N deadlines cannot be extended, there is no penalty for late submission unless it is your third consecutive missed year. Refer to the IRS deadline and extension rules.

Consequences of missing IRS deadlines

Failing to file on time carries significant penalties. The IRS assesses daily penalties for late filings, with higher maximums for larger organizations; amounts vary by tax year. Most critically, failing to file any required Form 990 for three consecutive years automatically revokes your tax-exempt status; see the IRS revocation guidance.

How to file Form 990 electronically

Electronic filing is now mandatory for most nonprofit returns:

• Form 990-N must be submitted electronically (no paper option exists).
• Forms 990-EZ for tax years ending July 31, 2021 and later must be e-filed.
• Forms 990 and 990-PF for tax years ending July 31, 2020 and later must be e-filed.

To file electronically, you will need to work through an IRS Authorized e-File Provider. E-filing offers several advantages, including faster acknowledgment of receipt and reduced processing time. See IRS e-file information for charities and nonprofits.

Note that electronic filing is only available for the current tax year and two prior tax periods. For older returns, you must submit paper filings regardless of current e-file requirements. See the IRS e-file availability details.

Maintaining a Registered Agent in Delaware

Among your nonprofit’s essential annual requirements is maintaining a registered agent with a physical presence in Delaware. This ongoing obligation is as important as your tax filings and annual reports for preserving your organization’s legal status.

Why a registered agent is required

Delaware law explicitly mandates that every nonprofit corporation must appoint and maintain a Registered Agent with a physical office address in the state. See the state’s registered agent FAQs. This requirement applies regardless of whether your organization physically operates within Delaware borders.

Your registered agent serves several critical functions:

• Acts as the official liaison between your nonprofit and the Delaware Division of Corporations
• Receives Service of Process for legal actions against your organization
• Accepts important government notices and tax-related communications
• Provides information for billing and tax obligations

Failure to maintain a registered agent can result in serious consequences, including loss of good standing and other administrative action by the state.

Choosing between individual and commercial agents

When selecting a registered agent, you have two primary options:

Individual Agent: An individual or entity can serve as their own registered agent only if they maintain a physical street address in Delaware. This option works exclusively for organizations with personnel physically present in the state.

Commercial Agent: Delaware distinguishes between commercial and noncommercial registered agents. Commercial agents represent many entities and are listed with the state; they often provide services beyond basic statutory requirements. Commercial agents often provide advantages for nonprofits, particularly those without physical presence in Delaware. They maintain permanent address records with the state, reducing clerical errors that could result in missed document deliveries. Additionally, they typically scan and forward important documents promptly, ensuring you never miss critical communications.

What happens if your agent changes or resigns

If you need to change your registered agent, you must file a Certificate of Change of Registered Agent with the Delaware Division of Corporations. This is a separate filing; consult the current fee schedule for the applicable filing fee.

Should your agent resign, promptly appoint a replacement registered agent to avoid loss of good standing or other administrative action. Expedited processing options are available for urgent situations, for additional fees; see the Delaware expedited services information. We can assist with these registered agent change filings and help coordinate updates to ensure continuous compliance.

Avoiding Common Compliance Pitfalls

Every nonprofit should be aware of potential traps that can jeopardize your legal status. Protecting your organization requires vigilant attention to these common pitfalls.

Failing to file for three consecutive years

Consistent filing lapses carry severe penalties. If your nonprofit misses state or federal filings, the organization can lose good standing or face administrative action (including possible revocation at the federal level for repeated Form 990 nonfilings). See the Delaware annual report information and the IRS guidance on revocation.

The three-year rule applies specifically to federal tax exemption. Missing Form 990 filings for three consecutive years triggers automatic revocation of your tax-exempt status. This creates a domino effect that can impact grant funding, donor confidence, and operational capabilities. Reinstating exempt status requires filing Form 1023 or 1024 again, paying substantial fees, and potentially losing years of exempt operation.

Not keeping bylaws and board records updated

Though not filed with Delaware’s Division of Corporations, bylaws form your nonprofit’s critical infrastructure. Legal advisors frequently identify outdated bylaws as significant risk sources. Your secretary or designated officer should maintain thorough records of all bylaw amendments, minutes, resolutions, and consents.

Outdated bylaws can create governance conflicts, particularly regarding board composition, voting procedures, and conflict of interest policies. Modern bylaws should address electronic meetings, email voting when permitted, and compliance with state-specific requirements. Regular bylaw reviews ensure your governing documents remain current with both legal requirements and operational realities.

Overlooking multi-state fundraising rules

If your Delaware nonprofit solicits donations in other states, you face additional requirements beyond Delaware’s minimal regulation. Despite Delaware having no state statute requiring charitable solicitation registration, many other states require initial registration forms and subsequent financial reports. Review the Delaware charitable solicitations page and research other states where you solicit.

Non-compliance can result in administrative fines and cease-and-desist orders that halt fundraising activities. Many states likewise require maintaining a registered agent in each jurisdiction where you solicit donations. This creates a complex web of renewal deadlines, reporting requirements, and varying fee structures. Organizations operating across multiple states often benefit from working with specialists who monitor different state requirements and track all renewal cycles to ensure continuous compliance.

Missing required board governance practices

Proper board governance extends beyond filing requirements but directly impacts compliance. Delaware nonprofits should maintain detailed board meeting minutes documenting all major decisions, conflict of interest disclosures, and executive compensation discussions. These records become critical during IRS audits or grant reviews.

Failing to hold required annual meetings, maintain proper voting procedures, or document board decisions creates legal vulnerabilities. Additionally, nonprofit boards must avoid private benefit violations and ensure compensation arrangements meet reasonableness standards. Regular board training on fiduciary duties and compliance responsibilities helps prevent governance-related complications.

Creating Your Annual Compliance Calendar

Developing a comprehensive compliance calendar prevents missed deadlines and ensures smooth operations throughout the year. This systematic approach helps nonprofits stay organized and maintain good standing with all relevant agencies.

Essential dates to track

Your compliance calendar should include these critical deadlines:

Federal Deadlines:

• Form 990 series filing (15th day of 5th month after fiscal year end)
• Form 990-N deadline (varies by fiscal year)
• Extension requests (Form 8868) if needed
• Quarterly payroll tax deposits (if applicable)
• Annual W-2 and 1099 reporting (January 31)

Delaware State Deadlines:

• Annual Franchise Tax Report (March 1 for domestic nonprofits)
• Foreign corporation annual report (June 30)
• Registered agent fee payments
• Corporate amendment filings (as needed)

Multi-State Considerations:

• Charitable solicitation renewals (varies by state)
• Foreign corporation annual reports in other states
• Professional fundraiser registrations
• State tax exemption applications

We help organizations create and maintain these calendars, providing advance reminders and coordinating all required filings across jurisdictions.

Setting up reminder systems

Effective reminder systems prevent last-minute rushes and missed deadlines. Consider implementing:

Multiple Alert Timeframes:

• 90 days before deadline (planning and preparation)
• 60 days before deadline (document gathering)
• 30 days before deadline (final review and submission)
• 7 days before deadline (emergency backup)

Backup Communication Methods:

• Calendar notifications for key staff members
• Email alerts to board treasurer and executive director
• Physical calendar markings in office spaces
• Vendor notifications from compliance service providers

Documentation Tracking:

• Confirmation receipts from all filings
• Copies of submitted forms and supporting documents
• Payment confirmation for all fees
• Good standing certificates when obtained

Many nonprofits find value in working with professional services that maintain these reminder systems automatically, ensuring nothing falls through administrative cracks during busy periods or staff transitions.

Conclusion

Staying compliant with Delaware nonprofit filing requirements demands attention to detail and consistent follow-through. Marking all critical deadlines on your calendar becomes essential for maintaining good standing. Your nonprofit must submit the Annual Franchise Tax Report by March 1 each year, along with appropriate IRS Form 990 filings based on your organization’s size and fiscal year end. Additionally, maintaining an active registered agent with a physical Delaware address remains a non-negotiable legal requirement throughout your nonprofit’s existence.

Missing these obligations carries significant consequences. Three consecutive years of non-filing with the IRS automatically revokes your tax-exempt status, while Delaware may take administrative action if state filings are neglected. Restoring compliance often costs significantly more than maintaining it from the start.

Many nonprofit leaders mistakenly believe tax exemption eliminates filing responsibilities or that Delaware incorporation limits requirements to just one state. However, these misconceptions can lead to serious legal complications. Rather than risking your organization’s standing, establish a comprehensive calendar that tracks all state and federal deadlines.

Beyond basic filing requirements, remember to update your bylaws regularly and maintain thorough board records. Organizations operating across state lines must research and comply with each state’s charitable solicitation registration requirements. Though Delaware lacks specific charity registration statutes, most other states enforce strict solicitation rules.

Whether you handle filing tasks in-house or work with experienced professionals, comprehensive compliance management simplifies the complex web of state and federal requirements. We specialize in helping nonprofits manage these annual filing obligations, from preparing necessary documents to tracking renewal cycles across multiple jurisdictions. This approach ensures timely submission and helps organizations maintain good standing with all relevant agencies.

Ultimately, protecting your nonprofit’s legal status safeguards your ability to fulfill your mission. Treating annual filings as fundamental operational priorities rather than administrative burdens helps ensure your organization’s longevity. Regular attention to these essential obligations allows you to focus on what truly matters—the important work your nonprofit does for those you serve.

Frequently Asked Questions