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“Non-Profit Corporation” is generally used to refer to a corporation that has been granted 501(c) (tax-exempt) status by the IRS.
The term is something of a misnomer, but is a way to informally speak of a generally-understood type of entity that is exempt from taxation, as long as it satisfies certain criteria.
In Delaware, forming a non-profit company is a two-step process:
While a non-stock corporation’s tax-exemption is dealt with directly by the sponsor and the IRS, Delaware has provided persons seeking to form a not-for-profit company with specific language to be included in a non-stock corporation’s Certificate of Incorporation to comply at the outset with IRS requirements.
Except where specifically noted in the DGCL, non-stock corporations are governed by the same law and requirements as corporations generally. As with a general corporation, for instance, the non-stock corporation is governed by its board of directors, which may appoint and delegate authority to officers.
Because it intends to register as a non-profit entity with the IRS, certain features of the corporation are determined by IRS requirements. For example, generally, no person may profit from the activities or operations of a non-profit corporation, as would be the case in (and the ultimate goal of) in a general for-profit corporation. However, this does not mean that the people working within the non-profit donate their time -- non-profit companies can pay their staffs salaries and bonuses like any corporation would.
In addition, a non-profit must adopt policies to address situations where a director faces a conflict of interest, as no person can derive a financial or other improper benefit from its work for or association with the non-profit company.
Non-profit status requires that the corporation’s purpose reflect certain types of activities. For example, entities exempt from taxation under Section 501(c)(3), the most commonly used non-profit exemption, may focus their efforts on relieving poverty, community betterment and beautification, promoting the arts, public health and preventative health, social welfare and social justice, environmental conservation and advocacy, and scientific goals aimed at serving the non-commercial public good, among other things.
Other exemptions under Section 501(c) of the Internal Revenue Code permit tax exemption for other types of activities, including, for example:
There are certain restrictions on 501(c) tax-exempt entities’ ability to engage in political activity, among other things, so a non-profit sponsor creating an entity should carefully learn what action is permitted under the relevant exemption employed.
We have helped countless clients in creating compliant filings and in launching their non-stock corporation with non-profit status built into the structure of the entity and its constituent documents. We can help with yours as well.
Get started now or just call one of our experienced non-profit incorporation experts at 1-800-345-2677. You can also e-mail us and we'll walk you through the process of formation as we take the necessary steps on your behalf.Form a Non-Profit Corporation Now
The HBS Blog offer insight on Delaware corporations and LLCs as well as information about entrepreneurship, startups and general business topics.
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