Nonprofit corporation
A corporation without shareholders, formed for charitable, mutual-benefit or other non-profit purposes. Federal tax exemption is applied for separately, and annual Form 990-series returns are filed.
- Entiva fee to form
- $209
- Government fees to form
- $709
- Run plan
- $29 a month
- Steps to form
- 11
- Ongoing filings
- 11
- Ways to close
- 2
Who it suits, and what defines it.
Governed by the DE 8 Del. C. ch. 1; WY W.S. 17-19; NV NRS ch. 82.
Who it suits
- Charities and other non-profit organisations.
Key facts
- Owners
- No shareholders
- Purpose
- Charitable, mutual-benefit or other non-profit
- Federal exemption
- Applied for separately on Form 1023 or 1024
- Federal return
- Annual Form 990-series return
- Available in
- All 50 states and DC
- Delaware fees
- Exempt: $25 annual report, no franchise tax
- Other fees
- WY report $25; NV annual list $50
- Statute
- DE 8 Del. C. ch. 1; WY W.S. 17-19; NV NRS ch. 82
What the law requires.
5 rules, each in plain words.
A registered agent
The registered agent receives legal papers served on the organisation.
Delaware: an annual report for exempt corporations
The report costs $25, and exempt corporations pay no franchise tax.
Delaware: a flat $175 franchise tax if not exempt
This applies to non-exempt nonstock for-profit corporations.
IRS recognition of exemption and Form 990 filings
State charity registration where it asks for donations
How Entiva forms it.
11 steps. Entiva prepares and files each one, and collects every signature the law needs.
The steps
11 steps- 1Reserve the nameOnly if needed
Optional.
- 2File the certificate or articles of incorporation
Filing fees are $109 in Delaware for an exempt corporation, $50 in Wyoming and $50 in Nevada.
- 3Appoint a registered agent
The registered agent receives legal papers served on the organisation. Required at filing; in Delaware it needs a physical office.
- 4Sign the incorporator's consent
The incorporator signs the certificate. This step adopts the bylaws and elects the first directors if the certificate does not name them. Nothing is filed.
- 5Adopt the bylaws
The bylaws are an internal document and are not filed.
- 6Sign the first board consent
Appoints the officers and authorises the EIN and the bank account. Every director signs personally.
- 7Appoint the officers
Delaware has no filing for officers. They appear on the next annual report.
- 8Obtain the EIN (US tax number)
Online if the responsible party (named on the form) has a Social Security number (SSN) or Individual Taxpayer Identification Number (ITIN).
- 9Apply for federal tax-exempt status
Form 1023 costs $600 and Form 1023-EZ $275. Timing affects whether exemption is recognised back to formation.
- 10Register for state and local taxes
Covers sales tax, payroll withholding, unemployment insurance and local licences, depending on what the organisation does in the state.
- 11Authorise Entiva to deal with the IRS
Form 2848 lets Entiva represent the organisation with the IRS. Form 8821 only gives access to tax information.
Documents
8- Certificate or articles of incorporation
- Registered agent consent or certificate of acceptance
- Consent to act from each named director and officer
- Stamped filed certificate from the state
- Bylaws
- Unanimous written consent of the board of directors
- Form 1023, 1023-EZ or 1024 with a narrative
- IRS determination letter
Who takes part
6- The contact named to the registered agent verifies with photo ID and a liveness check
- An incorporator verifies identity, only if an individual signs instead of Entiva
- Every director verifies with photo ID, a liveness check and proof of address
- Every senior officer verifies with photo ID, a liveness check and proof of address
- The secretary, who records minutes, verifies with ID and a liveness check
- Whoever signs the exemption application verifies identity and address
What has to be filed, and when.
Entiva tracks every deadline from the day it is formed, and files before each one.
Every year, and as things happen
11 filings- File the Delaware exempt corporation annual report
March 1 each year; $25
- File the Wyoming nonprofit annual report
First day of the anniversary month; $25
- File the Nevada annual list
Last day of the anniversary month; $50
- File Form 990-N if receipts are normally $50,000 or less
15th day of the 5th month after year end; it cannot be extended
- File Form 990, 990-EZ or 990-PF
15th day of the 5th month after year end (May 15 for a calendar year)
- Extend a 990-series return with Form 8868
On or before the due date; adds 6 months
- File Form 990-T or 1120 for unrelated business income
15th day of the 5th month after year end, for exempt organisations
- File the FBAR (report of foreign bank accounts)
April 15, with an automatic extension to October 15, if you hold foreign accounts
- File Forms 1099 for contractor payments
January 31 each year for Form 1099-NEC, to the IRS and to recipients
- File Forms 1042 and 1042-S for payments to foreign persons
March 15 each year, if you make such payments
- File the Delaware unclaimed property report
March 1 each year, for most organisations
The changes Entiva handles.
Each change is prepared, approved, signed and filed.
The most common changes
10 changes- Appoint a director
- Appoint an officer
- Record a board decision
- Amend the bylaws
- Amend the certificate (purpose, name or structure)
- Change the organisation's name
- Change the registered agent
- Register to solicit or operate in another state
- Apply for IRS exemption if not yet recognised
- Order a certificate of good standing
How it closes.
2 routes. The right one depends on whether it can pay its debts, and who starts it.
Voluntary dissolution
The board decides to close, with the members too if there are any.
- 1
The board adopts a resolution to dissolve
- 2
Settle liabilities and pass remaining assets only to exempt purposes
- 3
File the certificate of dissolution
- 4
File the final Form 990-series return, marked terminated
- 5
File the final payroll returns
- 6
Resign the registered agent
- 7
Deactivate the EIN
Revival
The state voids the corporation or its status lapses.
- 1
Revive the corporation and pay back taxes and penalties
- 2
Apply again for federal tax-exempt status
What Entiva does for you.
From the first filing to the last.
Nonprofit corporation
- Files the nonprofit certificate or articles of incorporation with the state.Formation
- Appoints the registered agent and records your communications contact.Ongoing
- Prepares the first board consent for each director to sign personally.Formation
- Prepares and files the IRS exemption application on Form 1023, 1023-EZ or 1024.Formation
- Prepares and e-files the annual Form 990-series return once an officer authorises it.Ongoing
- Files the Delaware exempt corporation annual report by March 1.Ongoing
Build it with the API.
Every step on this page is an action in the Entiva API, with its documents, signatures and filing.
What it costs, item by item.
Every Entiva fee and every government fee, from forming it to closing it.
Forming it
$209one-off
- Government fees
- $709
Steps marked only if needed are not counted.
Closing it
From $299
- Entiva fee
- Fixed, quoted first
- Government fees
- At cost
Included in the Run plan
- Registered agent in your state
- File the Delaware exempt corporation annual report
- File Form 990-N if receipts are normally $50,000 or less
- File Form 990, 990-EZ or 990-PF
- Extend a 990-series return with Form 8868
- File Form 990-T or 1120 for unrelated business income
- Routine changes
- Every deadline tracked
Extra, at a fixed fee
- Apply for federal tax-exempt status
- Register for state and local taxes
- File the FBAR (report of foreign bank accounts)
- Register to solicit or operate in another state
- Apply for IRS exemption if not yet recognised
Each extra is quoted before it starts, and nothing is done until you approve it.
Forming it
Entiva's formation fee is $209, one-off. Government fees are passed through at cost.
Delaware $75 for a 120-day reservation.
DE expedite: 24-hour $50, same-day $100, 2-hour $500, 1-hour $1,000. WY $100.
Form 1023 user fee $600; Form 1023-EZ $275.
Excludes steps marked only if needed.
Every year
The Run plan costs $29 a month ($348 a year).
Exempt domestic corporations: $25 annual report or amended annual report fee; no franchise tax.
Flat $25 for nonprofit corporations and cooperative marketing associations. Online card payment carries a 2.4% fee per the findings.
Corporation minimum $150 list plus $500 licence, $650 in total. LLC $150 plus $200, $350 in total. Nonprofit list $50.
Changes
Routine changes are included in the Run plan.
Delaware: corporation amendment or restated certificate $214; LLC $220; LP $200; statutory trust $500. Nevada $175. Wyoming $60.
Delaware: corporation $214; LLC $220; LP $200; statutory trust $500; foreign corporation name-change amendment $100. Wyoming $60. Nevada $175.
Delaware: $50 for corporations, LLCs, LPs and partnerships; expedite 24-hour $100, same-day $200. Wyoming $5. Nevada $60.
Delaware figure: foreign corporation qualification $245; foreign LLC $200; foreign LLP statement $300 per partner. WY $150.
Form 1023 user fee $600; Form 1023-EZ $275.
Delaware short form $50; long form $175. Wyoming free online, $20 on paper. Nevada $50.
Closing it
Closing is a fixed-fee project, quoted before it starts.
NV $100, NV nonprofit $50. WY $60, nonprofit $25.
Delaware corporation revival $189 plus all back taxes, penalties and interest; LLC revival $220; LP $200; LLP/LLLP reinstatement $200; foreign corporation reinstatement $125.
Form 1023 user fee $600; Form 1023-EZ $275.
Entiva fees are in US dollars. Government fees are in the currency each authority charges, passed through at cost when the filing is made. Taxes are separate.
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