Nonprofit Corporation Administrative Dissolution and Reinstatement in Delaware

At a glance

Requirements one by one

Report and agent defaults

Section 501(b) defines an exempt corporation through several alternatives, including qualifying federal tax exemption or a not-for-profit purpose without private earnings inurement. It excuses a qualifying entity from franchise tax under subsection (a), but § 313(c) expressly preserves its § 502 annual-report duty. Section 502(a) sets a March 1 report deadline. Under § 510, a one-year report default or unpaid applicable franchise tax makes the charter void and corporate powers inoperative unless the Secretary has granted more time for good cause.

Section 136(a)–(b) gives a resigning registered agent a 30-day delay before resignation becomes effective, after 30 days' prior notice to the corporation. The corporation must designate a successor before that postfiling period ends; otherwise the Secretary declares the domestic charter forfeited.

Notice and change of status

Section 510 requires the Secretary to notify delinquent corporations by November 30 that the charter will become void unless the report is filed and taxes paid by the next March 1. Section 511 adds an annual report to the Governor by June 30 and a proclamation repealing charters on that list. The agent-forfeiture track in § 136 uses the agent's resignation notice and the Secretary's declaration.

For a void charter, § 510 declares corporate powers inoperative. After an agent resignation becomes effective with no successor, § 136(c) permits service of legal process through the Secretary of State.

Revival

Section 312(b) permits revival at any time. The governing body authorizes and files a certificate giving the original and last charter names, the forfeiture or voiding date, Delaware registered office and agent, and other listed facts (§ 312(c)–(d), (j)). A taken name requires a new distinguishable name under subsection (f). Revival validates interim acts within charter scope and restores undisposed property and liabilities under subsection (e).

Section 313 gives an exempt corporation a distinct route: it proves its exempt classification, files the § 312 certificate, and pays filing fees. It is then deemed to have filed reports and is relieved of taxes and penalties from which it would have been exempt had reports been filed. Section 313(c) still requires future annual reports.

What trips people up

A franchise tax exemption under § 501 does not excuse a nonprofit from the March 1 annual report (§§ 502(a), 313(c)). Section 313's relief is tied to proof of exempt status; § 312(g) otherwise addresses taxes, penalties, and interest due on revival. The registered-agent resignation route in § 136 has a different notice and forfeiture mechanism than the report/tax route in § 510.

Common questions

Can an exempt nonprofit revive without paying franchise tax it never owed?

Section 313(a) relieves an entity that proves exempt classification of taxes and penalties from which it would have been exempt if reports had been filed, after it files the revival certificate.

Does revival erase what occurred while the charter was void?

Section 312(e) validates charter-scope interim acts and restores property, but also preserves the corporation's liabilities for interim acts.

What if another corporation took the old name?

Section 312(f) requires the revival certificate to use a different name when the original is no longer distinguishable.

Statutes and sources

8 Del. C. § 136

136. Resignation of registered agent not coupled with appointment of successor. (a) The registered agent of a corporation, including a corporation which has become void pursuant to § 510 of this title, may resign without appointing a successor by filing a certificate of resignation with the Secretary of State, but such resignation shall not become effective until 30 days after the certificate is filed. The certificate shall be executed and acknowledged by the registered agent, shall contain a statement that written notice of resignation was given to the corporation at least 30 days prior to the filing of the certificate by mailing or delivering such notice to the corporation at its address last known to the registered agent and shall set forth the date of such notice. The certificate shall include such information last provided to the registered agent pursuant to § 132(d) of this title for a communications contact for the affected corporation. Such information regarding the communications contact shall not be deemed public. A certificate filed pursuant to this section must be on the form prescribed by the Secretary of State. (b) After receipt of the notice of the resignation of its registered agent, provided for in subsection (a) of this section, the corporation for which such registered agent was acting shall obtain and designate a new registered agent to take the place of the registered agent so resigning in the same manner as provided in § 133 of this title for change of registered agent. If such corporation, being a corporation of this State, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall declare the charter of such corporation forfeited. If such corporation, being a foreign corporation, fails to obtain and designate a new registered agent as aforesaid prior to the expiration of the period of 30 days after the filing by the registered agent of the certificate of resignation, the Secretary of State shall forfeit its authority to do business in this State. (c) After the resignation of the registered agent shall have become effective as provided in this section and if no new registered agent shall have been obtained and designated in the time and manner aforesaid, service of legal process against the corporation for which the resigned registered agent had been acting shall thereafter be upon the Secretary of State in accordance with § 321 of this title.

Source: https://delcode.delaware.gov/title8/c001/sc03/index.html (accessed 2026-09-29).

8 Del. C. § 312

312. Revival of certificate of incorporation. (a) As used in this section, the term “certificate of incorporation” includes the charter of a corporation organized under any special act or any law of this State. (b) Any corporation whose certificate of incorporation has become forfeited or void pursuant to this title may at any time procure a revival of its certificate of incorporation, together with all the rights, franchises, privileges and immunities and subject to all of its duties, debts and liabilities which had been secured or imposed by its original certificate of incorporation and all amendments thereto, by complying with the requirements of this section. Notwithstanding the foregoing, this section shall not be applicable to a corporation whose certificate of incorporation has been revoked or forfeited pursuant to § 284 of this title. (c) The revival of the certificate of incorporation may be procured as authorized by the board of directors or members of the governing body of the corporation in accordance with subsection (h) of this section and by executing, acknowledging and filing a certificate of revival in accordance with § 103 of this title. (d) The certificate required by subsection (c) of this section shall state: (1) The date of filing of the corporation’s original certificate of incorporation; the name under which the corporation was originally incorporated; the name of the corporation at the time its certificate of incorporation became forfeited or void pursuant to this title; and the new name under which the corporation is to be revived to the extent required by subsection (f) of this section; (2) The address (which shall be stated in accordance with § 131(c) of this title) of the corporation’s registered office in this State and the name of its registered agent at such address; (3) That the corporation desiring to be revived and so reviving its certificate of incorporation was organized under the laws of this State; (4) The date when the certificate of incorporation became forfeited or void pursuant to this title, or that the validity of any revival has been brought into question; and (5) That the certificate of revival is filed by authority of the board of directors or members of the governing body of the corporation in accordance with subsection (h) of this section. (e) Upon the filing of the certificate in accordance with § 103 of this title the corporation shall be revived with the same force and effect as if its certificate of incorporation had not been forfeited or void pursuant to this title. Such revival shall validate all contracts, acts, matters and things made, done and performed within the scope of its certificate of incorporation by the corporation, its directors or members of its governing body, officers, agents and stockholders or members during the time when its certificate of incorporation was forfeited or void pursuant to this title, with the same force and effect and to all intents and purposes as if the certificate of incorporation had at all times remained in full force and effect. All real and personal property, rights and credits, which belonged to the corporation at the time its certificate of incorporation became forfeited or void pursuant to this title and which were not disposed of prior to the time of its revival, and all real and personal property, rights and credits acquired by the corporation after its certificate of incorporation became forfeited or void pursuant to this title shall be vested in the corporation, after its revival, as if its certificate of incorporation had at all times remained in full force and effect, and the corporation after its revival shall be as exclusively liable for all contracts, acts, matters and things made, done or performed in its name and on its behalf by its directors or members of its governing body, officers, agents and stockholders or members prior to its revival, as if its certificate of incorporation had at all times remained in full force and effect. (f) If, since the certificate of incorporation became forfeited or void pursuant to this title, any other corporation organized under the laws of this State shall have adopted the same name as the corporation sought to be revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be revived or any foreign corporation qualified in accordance with § 371 of this title shall have adopted the same name as the corporation sought to be revived or shall have adopted a name so nearly similar thereto as not to distinguish it from the corporation to be revived, then in such case the corporation to be revived shall not be revived under the same name which it bore when its certificate of incorporation became forfeited or void pursuant to this title, but shall be revived under some other name as set forth in the certificate to be filed pursuant to subsection (c) of this section. (g) Any corporation that revives its certificate of incorporation under this chapter shall pay to this State a sum equal to all franchise taxes, penalties and interest thereon due at the time its certificate of incorporation became forfeited or void pursuant to this title; provided, however, that any corporation that revives its certificate of incorporation under this chapter whose certificate of incorporation has been forfeited or void for more than 5 years shall, in lieu of the payment of the franchise taxes and penalties otherwise required by this subsection, pay a sum equal to 3 times the amount of the annual franchise tax that would be due and payable by such corporation for the year in which the revival is effected, computed at the then current rate of taxation. No payment made pursuant to this subsection shall reduce the amount of franchise tax due under Chapter 5 of this title for the year in which the revival is effected. If the filing of a certificate of validation under § 204 of this title relates to a time during which the corporation’s certificate of incorporation had been forfeited or void, the annual reports and annual franchise taxes that would have been required to be filed and paid during the period in which the corporation’s certificate of incorporation had been forfeited or void, including interest thereon, are required to be filed and paid at the time of the filing of such certificate of validation. (h) For purposes of this section and § 502(a) of this title, the board of directors or governing body of the corporation shall be comprised of the persons, who, but for the certificate of incorporation having become forfeited or void pursuant to this title, would be the duly elected or appointed directors or members of the governing body of the corporation. The requirement for authorization by the board of directors under subsection (c) of this section shall be satisfied if a majority of the directors or members of the governing body then in office, even though less than a quorum, or the sole director or member of the governing body then in office, authorizes the revival of the certificate of incorporation of the corporation and the filing of the certificate required by subsection (c) of this section. In any case where there shall be no directors of the corporation available for the purposes aforesaid, the stockholders may elect a full board of directors, as provided by the bylaws of the corporation, and the board so elected may then authorize the revival of the certificate of incorporation of the corporation and the filing of the certificate required by subsection (c) of this section. A special meeting of the stockholders for the purpose of electing directors may be called by any officer or stockholder upon notice given in accordance with § 222 of this title. For purposes of this section, the bylaws shall be the bylaws of the corporation that, but for the certificate of incorporation having become forfeited or void pursuant to this title, would be the duly adopted bylaws of the corporation. (i) After a revival of the certificate of incorporation of the corporation shall have been effected, the provisions of § 211(c) of this title shall govern and the period of time during which the certificate of incorporation of the corporation was forfeited or void pursuant to this title shall be included within the calculation of the 30-day and 13-month periods to which § 211(c) of this title refers. A special meeting of stockholders held in accordance with subsection (h) of this section shall be deemed an annual meeting of stockholders for purposes of § 211(c) of this title. (j) Except as otherwise provided in § 313 of this title, whenever it shall be desired to revive the certificate of incorporation of any nonstock corporation, the governing body shall perform all the acts necessary for the revival of the certificate of incorporation of the corporation which are performed by the board of directors in the case of a corporation having capital stock, and the members of any nonstock corporation who are entitled to vote for the election of members of its governing body shall perform all the acts necessary, if any, for the revival of the certificate of incorporation of the corporation which are performed by the stockholders in the case of a corporation having capital stock. Except as otherwise provided in § 313 of this title, in all other respects, the procedure for the revival of the certificate of incorporation of a nonstock corporation shall conform, as nearly as may be applicable, to the procedure prescribed in this section for the revival of the certificate of incorporation of a corporation having capital stock; provided, however, that subsection (i) of this section shall not apply to nonstock corporations.

Source: https://delcode.delaware.gov/title8/c001/sc12/index.html (accessed 2026-09-29).

8 Del. C. § 313

313. Revival of certificate of incorporation or charter of exempt corporations. (a) Every exempt corporation whose certificate of incorporation or charter has become forfeited, pursuant to § 136(b) of this title for failure to obtain a registered agent, or inoperative and void, by operation of § 510 of this title for failure to file annual franchise tax reports required, and for failure to pay taxes or penalties from which it would have been exempt if the reports had been filed, shall be deemed to have filed all the reports and be relieved of all the taxes and penalties, upon satisfactory proof submitted to the Secretary of State of its right to be classified as an exempt corporation pursuant to § 501(b) of this title, and upon filing with the Secretary of State a certificate of revival in manner and form as required by § 312 of this title. (b) Upon the filing by the corporation of the proof of classification as required by subsection (a) of this section, the filing of the certificate of revival and payment of the required filing fees, the corporation shall be revived with the same force and effect as provided in § 312(e) of this title for other corporations. (c) As used in this section, the term “exempt corporation” shall have the meaning given to it in § 501(b) of this title. Nothing contained in this section relieves any exempt corporation from filing the annual report required by § 502 of this title.

Source: https://delcode.delaware.gov/title8/c001/sc12/index.html (accessed 2026-09-29).

8 Del. C. § 501

501. Corporations subject to and exempt from franchise tax. (a) Every telegraph, telephone or cable company, every electric company organized for the production and/or distribution of light, heat or power, every company organized for the purpose of producing and/or distributing steam, heat or power, every company organized for the purpose of the production and/or distribution and/or sale of gas, every parlor, palace or sleeping car company, every express company, every pipeline company, every life insurance company, every other insurance company of whatever kind (other than a captive insurance company licensed under Chapter 69 of Title 18), and every corporation now existing or hereafter to be incorporated under the laws of this State, shall pay an annual tax, for the use of the State, by way of license for the corporate franchise as prescribed in this chapter. No such tax shall be paid by any exempt corporation, any banking corporation, savings bank, building and loan association or any captive insurance company licensed under Chapter 69 of Title 18, or any corporation for drainage and reclamation of lowlands. (b) As used in this chapter, the term “exempt corporation” shall be defined as any corporation organized under Chapter 1 of this title that: (1) Is exempt from taxation under § 501(c) of the United States Internal Revenue Code (26 U.S.C. § 501(c)) or any similar provisions of the Internal Revenue Code, or any successor provisions; (2) Qualifies as a civic organization under § 8110(a)(1) of Title 9 or § 6840 of Title 16; (3) Qualifies as a charitable/fraternal organization under § 2593(1) of Title 6; (4) Is listed in § 8106(a) of Title 9; (5) Is organized primarily or exclusively for religious or charitable purposes, or is a religious corporation or purely charitable or educational association, or is a company, association or society, which, by its certificate of incorporation, has for its object the assistance of sick, needy or disabled members, or the defraying of funeral expenses of deceased members, or to provide for the wants of the widows or widowers and families after death of its members; or (6) a. Is organized not for profit; and b. No part of its net earnings inures to the benefit of any member or individual.

Source: https://delcode.delaware.gov/title8/c005/index.html (accessed 2026-09-29).

8 Del. C. § 502

502. Annual franchise tax report; contents; failure to file and pay tax; duties of Secretary of State. (a) Annually on or before March 1, every corporation now existing or hereafter incorporated under Chapter 1 of this title or which has accepted the Constitution of this State, shall make an annual franchise tax report to the Secretary of State. The report shall be made on a form designated by the Secretary of State and shall be signed by the corporation’s president, secretary, treasurer or other proper officer duly authorized so to act, or by any of its directors, or if filing an initial report by any incorporator in the event its board of directors shall not have been elected. The fact that an individual’s name is signed on the report shall be prima facie evidence that such individual is authorized to certify the report on behalf of the corporation; however, the official title or position of the individual signing the corporate report shall be designated. The report shall contain the following information: (1) The location of its registered office in this State, which shall include the street, number, city and postal code; (2) The name of the agent upon whom service of process against the corporation may be served; (3) The nature of the business of the corporation; (4) The location of the principal place of business of the corporation, which shall include the street, number, city, state or foreign country (provided that, unless a corporation maintains its principal place of business in this State and serves as its own registered agent, for purposes of this subsection, the principal place of business address shall not be the address of the registered office of the corporation in this State and shall not be the address of any other registered agent); (5) The names and addresses of all the directors as of the filing date of the report and the name and address of the officer who signs the report; provided, that other than an initial report, all reports shall list a director or directors excepting any report filed in conjunction with a certificate of dissolution filed by an incorporator pursuant to § 274 of this title or a certificate of dissolution filed pursuant to § 275(c) of this title; (6) The number of shares and the par value per share of each class of capital stock having a par value and the number of shares of each class of stock without par value which the corporation is authorized to issue; and (7) Such additional information, schedules and attachments as the Secretary shall require to ascertain the franchise tax due to the State. (b) If any officer or director of a corporation required to make an annual franchise tax report to the Secretary of State shall knowingly make any false statement in the report, such officer or director shall be guilty of perjury. (c) If the annual franchise tax report and the franchise tax due are not filed or paid by the corporation as required by this chapter, the Secretary of State shall ascertain and fix the amount of the franchise tax as determined in the manner prescribed by § 503(a) of this title and the amount so fixed by the Secretary of State shall stand as the basis of taxation under the provisions of this chapter unless the corporation shall thereafter elect to compute the franchise tax in the manner prescribed by § 503(a)(2) of this title by filing the annual franchise tax report and complying with the provisions of § 503(b) of this title. In the event of neglect, refusal or failure on the part of any corporation to file a complete annual franchise tax report with the Secretary of State on or before March 1, the corporation shall pay the sum of $200 to be recovered by adding that amount to the franchise tax as herein determined and fixed, and such additional sum shall become a part of the franchise tax as so determined and fixed, and shall be collected in the same manner and subject to the same penalties. (d) In case any corporation shall fail to file its annual franchise tax report and the franchise tax due within the time required by this chapter, and in case the agent in charge of the registered office of any corporation upon whom process against the corporation may be served shall die, resign, refuse to act as such, remove from this State or cannot with due diligence be found, it shall be lawful while default continues to serve process against the corporation upon the Secretary of State. Such service upon the Secretary of State shall be made in the manner and shall have the effect stated in § 321(b) of this title and shall be governed in all respects by said subsection. (e) The Secretary of State shall safely keep all reports returned in such manner as they may be open to the inspection of all persons pursuant to the provisions set forth in Chapter 100 of Title 29. Any tax information provided pursuant to paragraph (a)(7) of this section, contained on annual franchise tax reports filed after tax year 2006 shall not be deemed public. (f) The Secretary of State shall not issue certificates of good standing that pertain to any corporation that has an unpaid franchise tax balance due to the State or does not have on file a completed annual franchise tax report for the relevant time period.

Source: https://delcode.delaware.gov/title8/c005/index.html (accessed 2026-09-29).

8 Del. C. § 510

510. Failure to pay tax or file a complete annual report for 1 year; charter void; extension of time. If any corporation, accepting the Constitution of this State and coming under Chapter 1 of this title, or any corporation which has heretofore filed or may hereafter file a certificate of incorporation under said chapter, neglects or refuses for 1 year to pay the State any franchise tax or taxes, which has or have been, or shall be assessed against it, or which it is required to pay under this chapter, or shall neglect or refuse to file a complete annual franchise tax report, the charter of the corporation shall be void, and all powers conferred by law upon the corporation are declared inoperative, unless the Secretary of State, for good cause shown, shall have given further time for payment of the tax or taxes or the completion of an annual franchise tax report, in which case a certificate thereof shall be filed in the office of the Secretary of State stating the reason therefor. On or before November 30 in each year, the Secretary of State shall notify each corporation which has neglected or refused to pay the franchise tax or taxes assessed against it or becoming due during the year or has refused or neglected to file a complete annual franchise tax report, that the charter of the corporation shall become void unless such taxes are paid and such complete annual franchise tax report is filed on or before March 1 of the following year.

Source: https://delcode.delaware.gov/title8/c005/index.html (accessed 2026-09-29).

8 Del. C. § 511

511. Repeal of charters of delinquent corporations; report to Governor and proclamation. On or before June 30 in each year, the Secretary of State shall report to the Governor a list of all the corporations, which for 1 year next preceding such report, have failed, neglected or refused to pay the franchise taxes assessed against them or due by them, or to file a complete annual franchise tax report, under the laws of this State, and the Governor shall forthwith issue a proclamation declaring that the charters of these corporations are repealed.

Source: https://delcode.delaware.gov/title8/c005/index.html (accessed 2026-09-29).