Delaware Uniform Unincorporated Nonprofit Association Act
Most Delaware community associations are nonprofits, and those that are not incorporated take their legal status from this Act — the power to own property, to sue and be sued, and protection from personal liability for members. The full statutory text, hosted for reference, with a plain-language guide for homeowners.
The Delaware Uniform Unincorporated Nonprofit Association Act (6 Del. C. Chapter 19) supplies the legal status of an unincorporated nonprofit association — an unincorporated organization of two or more members joined by mutual consent for a common nonprofit purpose (§ 1901). Many Delaware homeowners' associations are organized as nonprofits, and those that are not incorporated rely on this Act for their legal existence apart from their individual members. (An association that is incorporated is instead a nonstock corporation under the General Corporation Law, Title 8.)
This Act is about an association's legal capacity, not its day-to-day governance. It does not set meeting, voting, or board-election rules — those come from the community's recorded declaration and its own bylaws and rules. What it does is give an unincorporated association a set of powers and protections that would otherwise be uncertain at common law.
What this law gives an association and its members
- Power to own property. A nonprofit association may acquire, hold, and transfer real and personal property in its own name, and may receive property by will or trust (§§ 1904, 1905, 1916).
- Protection from personal liability. The association is liable in tort and contract as an entity; a member or officer is not personally liable for the association's debts or obligations merely because of that status (§ 1906).
- Capacity to sue and be sued. The association can assert and defend claims and has standing in its own name, and a lawsuit is not abated just because its members or officers change (§§ 1907, 1908, 1911).
- Service of process. The association may appoint an agent to receive service of process, with defined rules for venue and service (§§ 1910, 1912, 1913).
- Who is a “member.” A member is a person who, under the association's rules or practices, may take part in selecting its managers or setting its policy (§ 1901).
How it fits with Delaware's other community laws
This Act supplies an unincorporated association's legal status; the community-specific rules come from elsewhere. Condominiums and other common interest communities are governed by the Delaware Uniform Common Interest Ownership Act or the older Unit Property Act, together with the community's recorded declaration. An association that chooses to incorporate is governed instead by the General Corporation Law (Title 8) as a nonstock corporation. Housing-discrimination questions fall under the Delaware Fair Housing Act and the federal Fair Housing Act. Return to the Delaware HOA laws hub for the full set.
Contents · 16 sections ▾
- § 1901 Definitions
- § 1902 Supplementary general principles of law and equity
- § 1903 Territorial application
- § 1904 Real and personal property; nonprofit association as legatee, devisee or beneficiary
- § 1905 Statement of authority as to real property
- § 1906 Liability in tort and contract
- § 1907 Capacity to assert and defend; standing
- § 1908 Effect of judgment or order
- § 1909 Disposition of personal property of inactive nonprofit association
- § 1910 Appointment of agent to receive service of process
- § 1911 Claim not abated by change of members or officers
- § 1912 Venue
- § 1913 Summons and complaint; service on whom
- § 1914 Uniformity of application and construction
- § 1915 Short title
- § 1916 Transition concerning real and personal property
In this chapter:
(1) “Member” means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.
(2) “Nonprofit association” means an unincorporated organization consisting of 2 or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.
(3) “Person” means an individual, corporation, statutory trust, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency or instrumentality or any other legal or commercial entity.
(4) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.
(71 Del. Laws, c. 79, § 1; 73 Del. Laws, c. 329, § 32.)
Principles of law and equity supplement this chapter unless displaced by a particular provision of it.
(71 Del. Laws, c. 79, § 1.)
Real and personal property in this State may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship to this State.
(71 Del. Laws, c. 79, § 1.)
(a) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property.
(b) A nonprofit association may be a legatee, devisee or beneficiary of a trust or contract.
(71 Del. Laws, c. 79, § 1.)
(a) A nonprofit association may execute and file a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(b) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority filed in the office in the county in which a transfer of the property would be recorded.
(c) A statement of authority must set forth:
(1) The name of the nonprofit association;
(2) The address in this State, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this State, its address out of state;
(3) The name or title of a person authorized to transfer an estate or interest in real property held in the name of the nonprofit association; and
(4) The action, procedure or vote of the nonprofit association which authorizes the person to transfer the real property of the nonprofit association and which authorizes the person to execute the statement of authority.
(d) A statement of authority must be executed in the same manner as a deed by a person who is not the person authorized to transfer the estate or interest.
(e) A filing officer may collect a fee for filing a statement of authority in the amount authorized for recording a transfer of real property.
(f) An amendment, including a cancellation, of a statement of authority must meet the requirements for execution and filing of an original statement. Unless canceled earlier, a filed statement of authority or its most recent amendment is canceled by operation of law 5 years after the date of the most recent recording.
(g) If the record title to real property is in the name of a nonprofit association and the statement of authority is filed in the office of the county in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
(71 Del. Laws, c. 79, § 1.)
(a) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
(b) A person is not liable for a breach of a nonprofit association’s contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered to be a member by the nonprofit association.
(c) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(d) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association or is a person considered as a member by the nonprofit association.
(e) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
(71 Del. Laws, c. 79, § 1.)
(a) A nonprofit association, in its name, may institute, defend, intervene or participate in a judicial, administrative or other governmental proceeding or in an arbitration, mediation or any other form of alternative dispute resolution.
(b) A nonprofit association may assert a claim in its name on behalf of its members if 1 or more members of the nonprofit association have standing to assert a claim in their own right, the interests the nonprofit association seeks to protect are germane to its purposes and neither the claim asserted nor the relief requested requires the participation of a member.
(71 Del. Laws, c. 79, § 1.)
A judgment or order against a nonprofit association is not by itself a judgment or order against a member.
(71 Del. Laws, c. 79, § 1.)
If a nonprofit association has been inactive for 3 years or longer, a person in possession or control of personal property of the nonprofit association may transfer the property:
(1) If a document of a nonprofit association specifies a person to whom transfer is to be made under these circumstances, to that person; or
(2) If no person is so specified, to a nonprofit association or nonprofit corporation pursuing broadly similar purposes or to a government or governmental subdivision, agency or instrumentality.
(71 Del. Laws, c. 79, § 1.)
(a) A nonprofit association may file in the office of the Secretary of State a statement appointing an agent authorized to receive service of process.
(b) A statement appointing an agent must set forth:
(1) The name of the nonprofit association;
(2) The address in this State, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this State, its address out of state; and
(3) The name of the person in this State authorized to receive service of process and the person’s address, including the street address, in this State.
(c) A statement appointing an agent must be signed and acknowledged by a person authorized to manage the affairs of a nonprofit association. The statement must also be signed and acknowledged by the person appointed agent, who thereby accepts the appointment. The appointed agent may resign by filing a resignation in the office of the Secretary of State and giving notice to the nonprofit association.
(d) A filing officer may collect a fee for filing a statement appointing an agent to receive service of process, an amendment or a resignation in the amount charged for filing similar documents.
(e) An amendment to a statement appointing an agent to receive service of process must meet the requirements for execution of an original statement.
(71 Del. Laws, c. 79, § 1.)
A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
(71 Del. Laws, c. 79, § 1.)
For purposes of venue, a nonprofit association is a resident of a city or county in which it has an office.
(71 Del. Laws, c. 79, § 1.)
In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent authorized by appointment to receive service of process, an officer, managing or general agent, or a person authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
(71 Del. Laws, c. 79, § 1.)
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
(71 Del. Laws, c. 79, § 1.)
This chapter shall be known as and may be cited as the “Delaware Uniform Unincorporated Nonprofit Association Act.”
(71 Del. Laws, c. 79, § 1.)
(a) If, before June 25, 1997, an estate or interest in real or personal property was purportedly transferred to a nonprofit association, on June 25, 1997, the estate or interest vests in the nonprofit association unless the parties have treated the transfer as ineffective.
(b) If, before June 25, 1997, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association, its members, or both, on or after June 25, 1997, the fiduciary may transfer the estate or interest to the nonprofit association in its name, or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to it in its name.
(71 Del. Laws, c. 79, § 1.)
General information, not legal advice. Statutory text is reproduced from the official Delaware source and may not reflect the most recent amendments.