Nonprofit Corporation Formation Filing in Delaware

At a glance

Requirements one by one

Filing and name

Under § 101(a), an incorporator files a certificate with the Division of Corporations. Section 102(a)(1) lists permitted name words, while paragraph (5) requires incorporator names and mailing addresses.

Purpose and nonstock status

Section 102(a)(3) accepts a broad lawful-activity purpose. Under paragraph (4), the certificate states that capital stock is not authorized; member criteria may be in the certificate or bylaws. Section 114(d)(3) defines a nonprofit nonstock corporation by the absence of membership interests.

Initial directors

Under § 102(a)(6), the certificate names and addresses initial directors if incorporator powers are to end upon filing.

Registered office and agent

Section 102(a)(2) requires an office address and agent name. Section 131(c) specifies the street, number, city, county, and postal code; § 132(a) identifies eligible agent categories.

Signature and fee

Section 103(a)(1) makes the incorporator sign the certificate. Under § 103(b)(2), the signature alone can serve as a perjury acknowledgment. The current Division fee schedule lists $109 for exempt incorporation of a one-page certificate and adds $9 county recording fee for each additional page.

Effective date

Under § 103(d), the filed certificate is effective on its filing date unless it specifies a later time no more than 90 days after filing.

What trips people up

The certificate must say no capital stock, but § 102(a)(4) permits the member criteria to live in bylaws. A stated future effective time must stay inside the § 103(d) limit.

Common questions

Must a nonprofit nonstock corporation have members at filing? Section 102(a)(4) says failure to have members does not invalidate otherwise valid corporate acts or forfeit the corporation.

Must the agent sign an acceptance? Section 102(a)(2) calls for the agent's name and office address; § 103(a)(1) calls for the incorporator's signature. Neither states a separate initial-agent acceptance.

Statutes and sources

• 8 Del. C. § 101(a): “Any person, partnership, association or corporation, singly or jointly with others, and without regard to such person’s or entity’s residence, domicile or state of incorporation, may incorporate or organize a corporation under this chapter by filing with the Division of Corporations in the Department of State a certificate of incorporation which shall be executed, acknowledged and filed in accordance with § 103 of this title.” Official source (accessed 2026-10-01).

• 8 Del. C. § 101(b): “A corporation may be incorporated or organized under this chapter to conduct or promote any lawful business or purposes, except as may otherwise be provided by the Constitution or other law of this State.” Official source (accessed 2026-10-01).

• 8 Del. C. § 102(a)(1): “The name of the corporation, which (i) shall contain 1 of the words “association,” “company,” “corporation,” “club,” “foundation,” “fund,” “incorporated,” “institute,” “society,” “union,” “syndicate,” or “limited,” (or abbreviations thereof, with or without punctuation)” Official source (accessed 2026-10-01).

• 8 Del. C. § 102(a)(2)–(3): “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) The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other businesses or purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, and by such statement all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any;” Official source (accessed 2026-10-01).

• 8 Del. C. § 102(a)(4): “In the case of nonstock corporations, the fact that they are not authorized to issue capital stock shall be stated in the certificate of incorporation. The conditions of membership, or other criteria for identifying members, of nonstock corporations shall likewise be stated in the certificate of incorporation or the bylaws. Nonstock corporations shall have members, but failure to have members shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation.” Official source (accessed 2026-10-01).

• 8 Del. C. § 102(a)(5)–(6): “The name and mailing address of the incorporator or incorporators; (6) If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify.” Official source (accessed 2026-10-01).

• 8 Del. C. § 103(a)(1): “The certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators (or, in the case of any such other instrument, such incorporator’s or incorporators’ successors and assigns).” Official source (accessed 2026-10-01).

• 8 Del. C. § 103(b)(2): “The signature, without more, of the person or persons signing the instrument, in which case such signature or signatures shall constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is such person’s act and deed or the act and deed of the corporation, and that the facts stated therein shall be true at the time such instrument becomes effective in accordance with this chapter.” Official source (accessed 2026-10-01).

• 8 Del. C. § 103(d): “Any instrument filed in accordance with subsection (c) of this section shall be effective upon its filing date. Any instrument may provide that it is not to become effective until a specified time subsequent to the time it is filed, but such time shall not be later than a time on the ninetieth day after the date of its filing.” Official source (accessed 2026-10-01).

• 8 Del. C. § 114(d)(3)–(4): “A “nonprofit nonstock corporation” is a nonstock corporation that does not have membership interests; and (4) A “nonstock corporation” is any corporation organized under this chapter that is not authorized to issue capital stock.” Official source (accessed 2026-10-01).

• 8 Del. C. § 131(c): “As contained in any certificate of incorporation or other document filed with the Secretary of State under this chapter, the address of a registered office shall include the street, number, city, county and postal code.” Official source (accessed 2026-10-01).

• 8 Del. C. § 132(a): “Every corporation shall have and maintain in this State a registered agent, which agent may be any of: (1) The corporation itself; (2) An individual resident in this State; (3) A domestic corporation (other than the corporation itself), a domestic partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)), a domestic limited liability company or a domestic statutory trust; or (4) A foreign corporation, a foreign limited liability partnership, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited liability company or a foreign statutory trust.” Official source (accessed 2026-10-01).

• Delaware Division of Corporations fee schedule (August 2026): “Incorporation – exempt $109.00” Official source (accessed 2026-10-01).

• Delaware Division of Corporations fee schedule, page-length note: “Please add $9 for each additional page for county recording fees.” Official source (accessed 2026-10-01).