Delaware Certificate of Incorporation A Non-Stock Corporation
	PDF APP

The Delaware Certificate of Incorporation A Non-Stock Corporation is an easily utilized form, required by the Delaware Division of Corporation, when an entity wishes to conduct business as a non-profit corporation within the state of Delaware. This form must be accompanied by a filing cover memo, all required paperwork, and the full payment of any applicable fees. These are the minimum requirements for legally operating such a corporation. The articles that must be submitted and other governing entities, with their own requirements, are left up to the Incorporator to be aware of and satisfy. It is generally considered a wise idea to consult with an appropriate professional, such as an attorney, to be fully abreast of the process and make sure to remain in compliance with the Delaware State Code.

These articles may be submitted via mail or fax with the full payment of any applicable fees. If paying by check, make it payable to “Delaware Secretary of State” (Note: You may only pay by check if mailing the submittal package). Major credit cards may be used for payment whether the articles are being faxed or mailed. The state filing fee is $89.00 plus $9.00 per additional page. You may have the returned articles certified for an additional $50.00. If expediting make sure to include $1000.00 for a one hour turn around, $500.00 for a two hour turn around, and consult the Divsion of Corporations, at (302) 739-3073, for same day or twenty-four hour service. You may mail the articles to Delaware Division of Corporation, 401 Federal Street – Ste 4, Dover, DE 19901. The Delaware Division of Corporation accepts faxed submittals at (302) 739-3812.

How To File

Download Application

Step 1 – All documents being filed with the State of Delaware Division of Corporation must be accompanied with a Corporate Cover Memo containing required information. You may download one here: Delaware Certificate Cover Memo. It should be noted that while, this is an official Cover Memo published by the Delaware Division of Corporation, you may also use one with letterhead or additional information however, all the information on this document must be present.

Step 2 – You must indicate the priority level of this filing. That is, how long you are willing to wait until the process is complete and your documentation is successfully approved. If you do not wish to expedite this process then fully shade in the box on the top right hand corner of the page labeled Priority 7.  You may have this filing expedited to a one hour processing time by selecting the box labeled “Priority 1.” This must be accompanied with a payment of $1000.00. If you would like to have this filing expedited to two hours, then select the box labeled “Priority 2.” This must be accompanied with a payment of $500.00. There will be an option to have same day or 24 hour service, Priority 3 and Priority 4 respectively, however you must contact the office directly for fees. It should be noted that the Expediting Service Fee is in addition to all other fees (including filing). Also, any missing information or improperly submitted documents will result in either a delay or a denial. This should be considered a non-refundable fee.

Step 3 – The next section will require information regarding the Submitter of these articles This may be either an adult individual or a business entity. In either case, report the full Name, Return Address, City/State/Zip Code, Attention name (if applicable), Phone Number, Fax Number, E-mail Address, and Account Number.

Step 2 – The next section, “Certification Request Information,” provides an opportunity to indicate if you would like the return documents to be certified by the Delaware Secretary of State. If so, supply the full name of the Corporate Entity being formed on the first line. Then on the second line report the file number (if applicable, if you do not have one, you may leave the File Number blank). The certification fee will be an additional $50.00 due upon submittal. If you do not wish to certify the return documents, leave this section blank.

Step 3 – The next section (“Type of Certificate Requested) will need the exact nature of the filing to be defined. This may be done by placing a checkmark in the box next to the appropriate set of documents. If you are paying by check, then enter the check number being used then the amount of money being paid by that check mark. If you are not submitting a payment by check, leae this section blank.

Step 4 – In the box next to “Type of Certificate Requested,” you may indicate how you would like your filing returned. You may choose to have it delivered via Messenger/Pick-up, Express Mail (include the service used and your account number in the space provided), Regular Mail, or you may indicate another method by checking the box labeled “Other.” If you do select “Other” make sure to define how the delivery must occur.

Step 5 – The final section will allow you to report your credit card information if you are paying with American Express, Discover, MasterCard, or Visa. This will require you report the cardholder’s Credit Card Number along with the Expiration Date and three digit Security Code (located on the back of the card.

Step 6 – When it is time to fill in the Delaware Certificate of Incorporation A Non-Stock Corporation, go to the “New Entities” web page maintained by the Delaware Division of Corporation here: http://corp.delaware.gov/newentit09.shtml. From here, select the link labeled “Non-Stock Certificate of Incorporation.” The browser will then allow you to download the proper form.

Step 7 – Item 1 will require the Full Name of the Corporation being formed to be reported in the space provided.

Step 8 – Item 2 will require the full Address, County, City, Zip Code, and Name of the Registered Agent of this corporation. The Registered Agent is an individual (adult) or entity that maintains an address within the State of Delaware and has agreed to receive court documents on behalf of this non-stock corporation in the event it is sued.

Step 9 – Item 3 shall bind the purpose and operation of this corporation to General Corporation Law of Delaware. Report the purpose of this corporation in the box below the paragraph in this item.

Step 10 – Item 4 shall forbid this corporation from having any stock.

Step 11 – Item 5 requires the conditions of membership to be reported. in the box provided. If these conditions are defined in the By-Laws, you must indicate this in this box.

Step 12 – Item 6 requires the Full Name, and Mailing Address of the Incorporator(s) to be submitted with these articles. If there is not enough room, then include this information on a separate document and include it in the submittal.

Step 13 – The last paragraph will require the Signature Date of this document to be reported. Below this will be a space for the Incorporator to sign and print his/her name. Here, too, if there is not enough room for all Incorporators to do this, then attach a separate document with each Incorporator’s Signature and Printed Name.

Step 14 – Gather your supporting and required documents, the completed Corporate Certificate Cover Memo, and Certificate of Incorporation A Non-Stock Corporation and submit for filing by mail at Delaware Division of Corporation 401 Federal Street – Suite 4, Dover, DE 19901 with a check made payable to “Delaware Secretary of State” or credit card arrangements to pay for all fees and services. If you do not wish to submit by mail then you may fax this package to (302) 739-3812. Note you may submit payment by credit card if filing by fax.