Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
Ph: 302-739-3073
Certificate of Incorporation
for Non-Stock Corporation
Dear Sir or Madam:
Enclosed please find a form for a Certificate of Incorporation for a Non-Stock
Corporation to be filed in accordance with Section 102 of the General Corporation Law of
the State of Delaware. If the corporation is a non-profit corporation then this is not the
correct form to use; please use the exempt form located on our website. The fee to file the
Certificate is $89. If the document is more than 1 page, you must submit $9 for each
additional page. You will receive a stamped “Filed” copy of the submitted document. A
certified copy may be requested for an additional $50. Expedited services are available.
Please contact our office concerning these fees or you may consult our fee chart at
. Please make the check payable to “Delaware Secretary of State”.
An Annual Report must be filed by the corporation by March 1 of each year
following the calendar year in which their Certificate of Incorporation becomes effective.
Franchise Taxes in the amount of $175 are due at the time of filing of the report. The fee
to file the Annual Report is $50. Please contact the Franchise Tax Section with any
questions regarding the filing of the Annual Report or payment of the Franchise Taxes.
For the convenience of processing your order in a timely manner, please include a
cover letter with your name, address and telephone/fax number to enable us to contact you if
necessary. Please make sure you thoroughly complete all information requested on this form.
It is important that the execution be legible, we request that you print or type the name of
the person signing under the signature line.
Thank you for choosing Delaware as your corporate home. Should you require
further assistance in this or any other matter, please don’t hesitate to call us at (302) 739-
Department of State
Division of Corporations
rev. 10/16
Special Instructions Certificate of Incorporation for a Non-Stock
This form is to be used as a Template only. The following instructions
will help you in correctly completing your Incorporation Certificate.
The instructions are numbered to correspond with the article being
1. The name of the corporation exactly as you wish it to appear in
our records. Please visit our website to verify the availability of
the name. The name must include one of the following words:
association, company, corporation, club, foundation, fund,
incorporated, institute, society, union, syndicate, limited or one
of the abbreviations thereof.
2. List the name and street address of the registered agent located
in Delaware you are appointing to accept service of process for
the corporation.
3. This is the general purpose clause as stated in Delaware statute;
no action required.
4. No action required.
5. List the conditions of membership for the corporation or you may
state that the conditions of membership shall be stated in the by-
laws of the corporation.
6. List the name and mailing address of the Incorporator for the
corporation. Please note that the corporation itself cannot be the
Execution Block - The document must be signed by the
Incorporator listed in Article 6 of the document pursuant to
Section 103 of Title 8. The name of the person must be typed or
written legibly underneath the signature.
This form contains the basic information required by statute; if you
need to add additional information permitted by statute you may draft a
new document. Please feel free to call our office at 302-739-3073 for
assistance in completing this form or visit our website at
Delaware Division of Corporations
The undersigned Incorporator hereby certifies as follows:
1. The name of the Corporation is ________________________________________
2. The Registered Office of the corporation in the State of Delaware is located at
in the City of ____________________________, County of ____________________
Zip Code__________________. The name of the Registered Agent at such address upon
whom process against this corporation may be served is___________________________
3. 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.
4. The corporation shall not have any capital stock.
5. The conditions of membership are:______________________________________
6. The name and mailing address of the incorporator are as follows:
Mailing Address____________________________________________________
____________________________________ Zip Code_________
Print or Type