Delaware Division of Corporations
401 Federal Street Suite 4
Dover, DE 19901
Ph: 302-739-3073
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
. 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
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.”
If you intend to apply to the IRS for recognition of federal tax-exempt status as a charitable
organization under section 501(c)(3) of the Internal Revenue Code, your articles of incorporation must
contain certain provisions. To learn about the general requirements for federal tax-exempt status, visit
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.
Department of State
encl. Division of Corporations
Rev. 10/16
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 U.S. Internal Revenue Service (IRS)
requires specific verbiage be in the Certificate of Incorporation when
applying for tax-exempt status with the Federal Government. Please
contact the IRS at 1-877-829-5500 (toll-free number) or visit to obtain their requirements. Additional information
and resources can be found at
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
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
Delaware Division of Corporations
The Delaware Division of Corporations only requires a statement indicating that you
are a non-profit corporation however the Internal Revenue Service (IRS) 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 1-877-829-5500 (toll-free number)
or on-line at
and file your documents accordingly.
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. (If the
Corporation is to be a nonprofit corporation, please add: “This Corporation shall be a
nonprofit corporation.”)____________________________________________________
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_________
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