Form 202—General Information
(Certificate of Formation – Nonprofit Corporation)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code
provisions. This form and the information provided are not substitutes for the advice and services of an
attorney and tax specialist.
Commentary
A nonprofit corporation is governed by titles 1 and 2 of the Texas Business Organizations Code (BOC).
Title 1, chapter 3, subchapter A, of the BOC governs the formation of a nonprofit corporation and sets
forth the provisions required or permitted to be contained in the certificate of formation. Nonprofit
corporations may be incorporated for any lawful purpose. Corporations formed for the purpose of
operating a nonprofit institution, including an institution devoted to a charitable, benevolent, religious,
patriotic, civic, cultural, missionary, education, scientific, social, fraternal, athletic, or aesthetic purpose,
may be formed and governed only as a nonprofit corporation under the BOC and not as a for-profit
corporation. In a nonprofit corporation, no part of the income of the corporation may be distributed to a
member, director or officer of the corporation.
Please note that this form cannot be used to form a corporation authorized by or under a special state
statute, such as a water supply corporation, a cemetery corporation or an industrial development
corporation.
Taxes: Nonprofit corporations are subject to a state franchise tax and federal income taxes unless an
exemption from those taxes is granted. For franchise tax information visit the web site of the
Comptroller of Public Accounts at www.window.state.tx.us/taxinfo/franchise/index.html. For
information on state tax exemption, including applications and publications, visit the Comptroller’s
Exempt Organizations web site at www.window.state.tx.us/taxinfo/exempt/index.html or call (800) 252-
5555. For information relating to federal income tax filing requirements, exemptions, federal employer
identification numbers, tax publications and forms call (800) 829-3676 or visit the Internal Revenue
Service (IRS) web site at www.irs.gov.
This form does not include any additional statements or provisions that the Texas Comptroller of Public
Accounts or the IRS may require as a condition to granting a tax-exempt status. Please refer to IRS
publication 557, “Tax-Exempt Status for Your Organization,” and Comptroller publication 96-1045,
“Guidelines to Texas Tax Exemptions,” for further information before completing this form.
Instructions for Form
Article 1—Entity Name and Type: Provide a corporate name. An organizational designation may
be used, but is not required. Under section 5.053 of the BOC, if the name chosen is the same as,
deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any
name reservation or registration filed with the secretary of state, the document cannot be filed. The
administrative rules adopted for determining entity name availability (Texas Administrative Code,
title 1, part 4, chapter 79, subchapter C) may be viewed at www.sos.state.tx.us/tac/index.shtml. If
you wish the secretary of state to provide a preliminary determination on name availability, you may
call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to
corpinfo@sos.state.tx.us. A final determination cannot be made until the document is received and
processed by the secretary of state. Do not make financial expenditures or execute documents based
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on a preliminary clearance. Also note that the preclearance of a name or the issuance of a certificate
of formation under a name does not authorize the use of a name in violation of another person’s
rights to the name.
Article 2—Registered Agent and Registered Office: The registered agent can be either (option A)
a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an
individual resident of the state. The corporation cannot act as its own registered agent; do not enter
the corporate name as the name of the registered agent.
Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must
have consented, either in a written or electronic form, to serve as the registered agent of the entity.
Although consent is required, a copy of the person’s written or electronic consent need not be
submitted with the certificate of formation. The liabilities and penalties imposed by sections 4.007
and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a
person as the registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address
where service of process may be personally served on the entity’s registered agent during normal
business hours. Although the registered office is not required to be the entity’s principal place of
business, the registered office may not be solely a mailbox service or telephone answering service
(BOC § 5.201).
Article 3—Management: Except as provided by section 22.202 of the BOC, the affairs of a
nonprofit corporation are governed by a board of directors.
Board of Directors: The board of directors may be designated by any name appropriate to the
customs, usages, or tenets of the corporation. If managed by a board of directors, three directors are
required. A director must be a natural person; there are no residency requirements for directors. Set
forth the name of the individual in the format specified. Do not use prefixes (e.g., Mr., Mrs., Ms.).
Use the suffix box only for titles of lineage (e.g., Jr., Sr., III) and not for other suffixes or titles (e.g.,
M.D., Ph.D.).
Please note that a document on file with the secretary of state is a public record that is subject to public
access and disclosure. When providing address information for directors, use a business or post office
box address rather than a residence address if privacy concerns are an issue.
Managed by Members: A nonprofit corporation is considered to have vested the management of the
corporation in the board of directors unless otherwise provided in the certificate of formation. This
certificate of formation also may be used to create a nonprofit corporation that is managed solely by
its members. If management of the corporation is to be vested in the nonprofit corporation’s
members, a statement to that effect must be included in the certificate. If the nonprofit corporation is
to be governed solely by its members, check the appropriate statement and proceed to Article 4 of
this form. The fact that the individuals named on the board of directors are also members of the
nonprofit entity does not mean that the corporation is governed by its members.
Article 4—Members: If the corporation will not have members, the certificate of formation must
include a statement to that effect. If management of the affairs of the corporation is vested in its
members, you also must check statement A in Article 4 of this form. Checking statement B in
Article 4 is inconsistent with a corporation that is managed by its members and will result in a
rejection of the instrument.
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Article 5—Purpose: State the purpose of the corporation in the space provided. A nonprofit
corporation may be formed for any lawful purpose or purposes not expressly prohibited under title 1,
chapter 2, or title 2, chapter 22, of the BOC, which may be stated as “any or all lawful purposes” in
the space provided. While the BOC allows formation with a general purpose, please note that other
laws, including the Texas Tax Code and the Internal Revenue Code, may require that the certificate
of formation include a more specific purpose statement as a basis for granting a license or a tax-
exempt or tax-deductible status. An additional text area is provided to include any additional
language or additional provisions that may be needed. In addition, the “Supplemental
Provisions/Information” section may be used if the additional text area provided in this section is not
sufficient.
Supplemental Provisions/Information: Additional space has been provided for additional text to
an article within this form or to provide for additional articles to contain optional provisions. This
space also may be used to provide for additional statements or provisions needed by the Texas Tax
Code or Internal Revenue Code as a basis for granting a tax-exempt or tax-deductible status.
Manner of Distribution: Section 22.304 of the BOC provides that after all liabilities and
obligations of the corporation in the process of winding up are paid, satisfied, and discharged in
accordance with chapter 11 of the BOC, the property of the corporation shall be applied and
distributed as follows:
Property held by the corporation on a condition requiring return, transfer, or conveyance because
of the winding up or termination shall be returned, transferred, or conveyed in accordance with
that requirement; and
The remaining property shall be distributed only for tax-exempt purposes to one or more
organizations that are exempt under Section 501(c)(3), or described by Section 170(c)(1) or (2)
of the Internal Revenue Code as provided in a plan of distribution adopted by the corporation
under the BOC unless the certificate of formation provides otherwise.
If the corporation is not applying and distributing its property in accordance with section 22.304,
the certificate of formation must include a statement describing the manner of distribution in the
Supplemental Provisions/Information section of this form. If the space provided is not sufficient, an
addendum may be included and attached to this form.
Duration: Pursuant to section 3.003 of the BOC, a Texas nonprofit corporation exists perpetually
unless provided otherwise in the certificate of formation. If formation of a corporation with a stated
period of duration is desired, use the “Supplemental Provisions/Information” section of this form to
provide for a limited duration.
Organizer: Only one organizer is required for the formation of a nonprofit corporation. An
organizer may be any person having the capacity to contract for the person or for another; that is, a
natural person 18 years of age or older, or a corporation or other legal entity. There are no residency
requirements for an organizer.
Effectiveness of Filing: A certificate of formation becomes effective when filed by the secretary of
state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the
instrument may be delayed to a date not more than ninety (90) days from the date the instrument is
signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a
future event or fact, other than the passage of time (option C). If option C is selected, you must state
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the manner in which the event or fact will cause the instrument to take effect and the date of the 90
th
day after the date the instrument is signed. In order for the certificate to take effect under option C,
the entity must, within ninety (90) days of the filing of the certificate, file with the secretary of state
a statement regarding the event or fact pursuant to section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the
secretary of state will be changed to show the filing of the document, the date of the filing, and the
future date on which the document will be effective or evidence that the effectiveness was
conditioned on the occurrence of a future event or fact. In addition, at the time of such filing, the
status of the entity will be shown as “in existence” on the records of the secretary of state.
Execution: The organizer must sign the certificate of formation, but it does not need to be notarized.
However, before signing, please read the statements on this form carefully. The designation or
appointment of a person as registered agent by an organizer is an affirmation that the person named
in the certificate of formation has consented to serve in that capacity. (BOC § 5.2011, effective
January 1, 2010)
A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing
of a filing instrument the person knows is materially false with the intent that the instrument be
delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the
person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
Payment and Delivery Instructions: The filing fee for a certificate of formation for a nonprofit
corporation is $25. Fees may be paid by personal checks, LegalEase debit cards, or American
Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable
through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by
credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O.
Box 13697, Austin, Texas, 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl
Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax,
credit card information must accompany the transmission (Form 807). On filing the document, the
secretary of state will return the appropriate evidence of filing to the submitter together with a file-
stamped copy of the document, if a duplicate copy was provided as instructed.
Registered Agent/Office: A corporation is required to maintain a registered agent and a registered
office address in Texas. If the registered agent or registered office address changes, it is important to
file a statement with the secretary of state to effect a change to the certificate of formation. Failure
to maintain a registered agent and registered office may result in the involuntary termination of the
corporation.
Periodic Reports: Under section 22.357 of the BOC, the secretary of state may require a nonprofit
corporation to file a report not more often than once every four years. The secretary of state will
send notice to the corporation at its registered office as to the time the report is due. Failure to file
the report when requested to do so by the secretary will result in the involuntary termination of the
corporation.
Information for Public Inspection: Records, books and annual reports of the corporation’s
financial activity are required to be maintained at the registered office or principal office for three
years after the close of a fiscal year. The corporation shall make those documents available to the
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public for inspection and copying during regular business hours and may charge a reasonable fee for
preparing a copy of those records. Failure to maintain those records, prepare an annual report or
make the record or report available to the public is a Class B misdemeanor. These provisions do not
apply to those corporations exempted under section 22.355 of the BOC. Also note that a nonprofit
corporation supported in whole or in part by public funds or that spends public funds is considered a
governmental body under chapter 552 of the Government Code (Public Information Act) and thus
subject to the provisions of that Act regarding access to public information. In addition, a property
owner’s association may also be subject to the Public Information Act pursuant to section 552.0035
of the Government Code.
Revised 05/11
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This space reserved for office use.
Form 202
(Revised 05/11)
Submit in duplicate to:
Secretary of State
P.O. Box 13697
Austin, TX 78711-3697
512 463-5555
FAX: 512/463-5709
Filing Fee: $25
Certificate of Formation
Nonprofit Corporation
Article 1 Entity Name and Type
The filing entity being formed is a nonprofit corporation. The name of the entity is:
Article 2 – Registered Agent and Registered Office
(See instructions. Select and complete either A or B and complete C.)
A. The initial registered agent is an organization (cannot be entity named above) by the name of:
OR
B. The initial registered agent is an individual resident of the state whose name is set forth below:
First Name M.I. Last Name Suffix
C. The business address of the registered agent and the registered office address is:
Street Address City State
TX
Zip Code
Article 3 – Management
The management of the affairs of the corporation is vested in the board of directors. The number of
directors constituting the initial board of directors and the names and addresses of the persons who are
to serve as directors until the first annual meeting of members or until their successors are elected and
qualified are as follows:
A minimum of three directors is required.
Director 1
First Name M.I. Last Name Suffix
Street or Mailing Address City State Zip Code Country
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Director 2
First Name M.I. Last Name Suffix
Street or Mailing Address City State Zip Code Country
Director 3
First Name M.I. Last Name Suffix
Street or Mailing Address City State Zip Code Country
OR
The management of the affairs of the corporation is to be vested in the nonprofit corporation’s
members.
Article 4 – Membership
(See instructions. Do not select statement B if the corporation is to be managed by its members.)
A. The nonprofit corporation shall have members.
B. The nonprofit corporation will have no members.
Article 5 – Purpose
(See instructions. This form does not contain language needed to obtain a tax-exempt status on the state or federal level.)
The nonprofit corporation is organized for the following purpose or purposes:
The following text area may be used to include any additional language or provisions that may be needed to obtain tax-exempt status.
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Supplemental Provisions/Information
(See instructions.)
Text Area: [The attached addendum, if any, is incorporated herein by reference.]
Organizer
The name and address of the organizer:
Name
Street or Mailing Address City State Zip Code
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from
the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of a future event or fact, other than the
passage of time. The 90
th
day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the
appointment. The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the
undersigned is authorized to execute the filing instrument.
Date:
Signature of organizer
Printed or typed name of organizer
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