Delaware Division of Corporations
401 Federal Street – Suite 4
Dover, DE 19901
Ph: 302-739-3073
Fax: 302-739-3812
Certificate of Incorporation
for Exempt Corporation
Dear Sir or Madam:
Enclosed please find a form for a Certificate of Incorporation for an Exempt Corporation to be filed
in accordance with Sections 102 and 391 (j) of the General Corporation Law of the State of Delaware. The
fee to file the Certificate is $89.00. If your document is more than 1 page, please include $9.00 for each
additional page. You will receive a stamped “Filed” copy of your 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 www.corp.delaware.gov. Please make your
check payable to “Delaware Secretary of State”.
In order to file as an exempt corporation you must meet the requirements of
§ 501(b) as follows:
“…the term “exempt corporation” shall be defined as any corporation organized under Chapter 1 of Title 8
that:
1) is exempt from taxation under § 501(c) of the United States Internal Revenue Code 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(4) 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
6) (i) is organized not for profit; and (ii) no part of its net earnings inures to the benefit of any
member or individual.”
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 your name 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) 739-3073.
Sincerely,
Department of State
Division of Corporations
encl.
rev. 12/11
Special Instructions – Certificate of Incorporation for Exempt Corporation
This form is to be used as a Template only. The following instructions will help
you in correctly completing your Incorporation Certificate. The instructions will
be numbered to correspond with the article it is referencing.
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.
2. List the name and address of the registered agent located in Delaware you
are appointing to accept service of process for the corporation.
3. If the company is an exempt non-profit corporation please put that verbiage
in this article. Please note that the IRS requires specific verbiage be in the
Certificate of Incorporation when applying for tax-exempt status with the
Federal Government. Please contact them at 1-800-829-4933 or 1-800-
829-3676 or www.irs.gov/charities to obtain their requirements.
4. No action required.
5. List the conditions of membership for the corporation. If the conditions of
the membership shall be stated in the by-laws please state that fact in this
article.
6. List the name and mailing address of the Incorporator for the corporation.
Please note that the corporation itself cannot be the Incorporator.
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 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 www.corp.delaware.gov.
Sincerely,
Delaware Division of Corporations
TAX-EXEMPT CORPORATIONS
The Delaware Division of Corporations only requires a statement indicating that you
are a non-profit corporation however the Internal Revenue Service has additional
requirements. If you are filing a non-profit corporation, please contact the Internal
Revenue Service for their requirements. In most cases, this federal agency requires
certain language (501 c 3) be included in the Certificate of Incorporation. If this
wording is not present when you apply to the IRS for the tax-exempt status, they will
possibly reject it and you may have to file another document to correct this and pay
additional fees. The sample form our Division provides does not allow space to include
this language so you will have to use our form as a guideline and draw up your own
Certificate of Incorporation and insert the IRS language. The Delaware Division of
Corporations encourages you to contact the IRS at 1-800-829-4933 or 1-800-829-3676
or on the Web at www.irs.gov/charities and file your documents accordingly.
STATE of DELAWARE
CERTIFICATE of INCORPORATION
A NON-STOCK CORPORATION
First: The name of the Corporation is
Second: Its Registered Office in the State of Delaware is to be located at
(street), in the City of
____________________________________________________________________.
______________________________________
__________________________________ ________________
County of _________________Zip Code_______. The name of the registered agent
is __________________________________________________________________
___________________________________________________________________.
Third: The purpose of the corporation is to engage in any lawful act of activity for which
corporations may be organized under the General Corporation Law of Delaware. (If the
corporation is to be a nonprofit corporation, please add: “This Corporation shall be a nonprofit
corporation.”)
Fourth: The corporation shall not have any capital stock.
Fifth: The conditions of membership are
Sixth: The name and mailing address of the incorporator are as follows:
Name ____________________________________________________
Mailing Address____________________________________________
_____________________________________Zip Code_____________
I, The Undersigned, for the purpose of forming a corporation under the laws of the State of
Delaware, do make, file and record this Certificate, and do certify that the facts herein stated
are true, and I have accordingly hereunto set my hand this _______________________day of
_____________________________, A.D. 20___________.
BY:____________________________________
(Incorporator)
NAME:_________________________________
(type or print)