Nonprofit Articles of Incorporation and Charitable Registration — Delaware

Nonprofit Articles of Incorporation and Charitable Registration (DELAWARE)

Quick-Reference Summary

PART A — CERTIFICATE OF INCORPORATION (NONSTOCK / NONPROFIT)

ARTICLE I — Name of the Corporation

The name of the corporation is:

[________________________________________]
(hereinafter, the "Corporation")

ARTICLE II — Registered Office and Registered Agent

Registered Office Address (must be a Delaware address):

[________________________________________]
[City], Delaware [ZIP]

Registered Agent (required under Del. Code tit. 8, § 132):

Name: [________________________________________]

ARTICLE III — Purpose

The Corporation is organized exclusively for charitable, educational, religious, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to:

[________________________________________]
[________________________________________]
[________________________________________]

ARTICLE IV — Nonstock Status

The Corporation is a nonstock corporation and shall not have authority to issue capital stock. The conditions of membership, if any, shall be stated in the bylaws (Del. Code tit. 8, § 102(a)(4)).

ARTICLE V — Limitations on Activities

5.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

5.2 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

5.3 General Limitation. Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any activities not permitted to be carried on: (a) by a corporation exempt from federal income tax under IRC § 501(c)(3); or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

ARTICLE VI — Membership

☐ The Corporation shall have members (conditions of membership stated in the bylaws).

☐ The Corporation shall not have members. The rights, powers, and duties otherwise vested in members shall be exercised by the Board of Directors.

ARTICLE VII — Board of Directors

7.1 Number of Initial Directors. The number of initial directors is [____] (minimum of 1 under Del. Code tit. 8, § 141; at least 3 recommended for 501(c)(3) governance).

7.2 Names and Addresses of Initial Directors:

ARTICLE VIII — Dissolution and Asset Distribution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute such assets to the federal government, or to a State or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Chancery of the State of Delaware, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such exempt purposes.

ARTICLE IX — Incorporator(s)

The name(s) and mailing address(es) of the incorporator(s) is/are:

ARTICLE X — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Del. Code tit. 8, § 145, as further provided in the bylaws.

Signature Block — Incorporators

The undersigned incorporator(s), for the purpose of forming a nonstock corporation under Del. Code tit. 8, executes this Certificate of Incorporation and affirms the statements herein as true.

PART B — FILING INSTRUCTIONS

Step 1: Confirm Name Availability

☐ Search the entity name database at https://icis.corp.delaware.gov/Ecorp/EntitySearch/NameSearch.aspx
☐ Optionally reserve the name with the Division of Corporations

Step 2: File the Certificate of Incorporation

☐ Complete Articles I–X above (the standard nonstock form lacks IRS-required language; use this expanded version)
☐ File by mail, fax, or in-person with the Delaware Division of Corporations, 401 Federal Street, Suite 4, Dover, DE 19901
☐ Pay the filing fee (verify current amount; nonstock minimum approximately $89)
☐ Include a cover memo with return contact information

Step 3: Post-Filing Compliance (Federal)

☐ Obtain Employer Identification Number (IRS Form SS-4) at https://www.irs.gov/ein
☐ Adopt bylaws and conflict-of-interest policy at organizational meeting
☐ File IRS Form 1023 or 1023-EZ for 501(c)(3) status

Step 4: Annual Report

☐ File the Delaware nonprofit annual report ($25) with the Division of Corporations by March 1
☐ Exempt corporations may apply to be relieved of the franchise tax

PART C — CHARITABLE SOLICITATION REGISTRATION

Delaware does NOT require statewide charitable solicitation registration. There is no Delaware statute requiring charitable organizations to register before soliciting contributions, and there is no state charities registry maintained by the Attorney General or the Secretary of State.

What Delaware DOES require

☐ Disclosure during solicitation (Del. Code tit. 6, § 2595). A person soliciting charitable contributions must identify themselves and the organization for which funds are solicited, and must, on request, disclose how funds will be allocated between administrative costs and charitable use.

☐ Local permits. Some Delaware counties and municipalities require a local permit for in-person solicitation. Confirm requirements with the relevant county/municipal clerk.

☐ Fundraising events / gaming. Charitable gaming and certain fundraising events are regulated; confirm with the Delaware Division of Revenue and the Board of Charitable Gaming if applicable.

☐ Foreign solicitation. If the Corporation solicits in OTHER states, it will likely need to register in those states. Multistate filers commonly use the Unified Registration Statement (URS). Delaware is not a URS state because it has no registration requirement.

PART D — PRE-FILING CHECKLIST

Certificate of Incorporation Readiness

☐ Corporate name verified available and compliant with Del. Code tit. 8, § 102(a)(1)
☐ Articles I–X completed with no blank required fields
☐ Purpose clause (Article III) limited to IRC § 501(c)(3) exempt categories
☐ Dissolution clause (Article VIII) preserved verbatim (IRS-required language)
☐ Private inurement and political activity prohibitions (Article V) preserved verbatim
☐ Nonstock status stated (Article IV)
☐ Registered agent and Delaware registered office confirmed (Del. Code tit. 8, § 132)
☐ At least 1 director named (3 recommended for 501(c)(3))
☐ Membership election made in Article VI
☐ Incorporator(s) named and signing

Federal Tax-Exempt Status Readiness

☐ FEIN obtained from IRS (Form SS-4)
☐ IRS Form 1023 or 1023-EZ prepared
☐ Narrative of activities and budget projection prepared

Solicitation Compliance Readiness

☐ Confirmed no Delaware statewide registration is required
☐ Disclosure script prepared (Del. Code tit. 6, § 2595)
☐ Local solicitation permits checked (county/municipality)
☐ Out-of-state charitable registrations identified where the Corporation solicits elsewhere

Post-Filing Compliance Calendar

☐ Delaware nonprofit annual report ($25; due March 1)
☐ Annual IRS Form 990/990-EZ/990-N
☐ Out-of-state charitable registration renewals (if any)

Sources and References

• Delaware General Corporation Law, Del. Code tit. 8: https://delcode.delaware.gov/title8/
• Del. Code tit. 8, § 102 (Certificate of incorporation): https://delcode.delaware.gov/title8/c001/sc01/
• Delaware Division of Corporations: https://corp.delaware.gov/
• Delaware Division of Corporations — Nonstock/Nonprofit corporations and fees: https://corp.delaware.gov/howtoform/
• Delaware Division of Revenue — Fundraisers and Charitable Solicitations: https://revenue.delaware.gov/business-tax-forms/fundraisers-and-charitable-solicitations/
• Del. Code tit. 6, ch. 25 (Consumer fraud / solicitation disclosures): https://delcode.delaware.gov/title6/c025/
• IRS — How to Apply for 501(c)(3) Status: https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• IRS Publication 557: https://www.irs.gov/pub/irs-pdf/p557.pdf