Texas Certificate of Formation Nonprofit Corporation | Form 202

The Texas Certificate of Formation Nonprofit Corporation | Form 202 must be submitted to and approved by the Texas Secretary of State whenever an entity seeks to incorporate as a Texas Nonprofit Corporation. This should be considered one of the final requirements when one is organizing the paperwork necessary to satisfy the requirements of this State’s requirements when forming and registering a nonprofit corporation but should not be considered the only requirements. Other entities will be interested in this corporation’s existence as it forms. The specifics will depend upon the type of corporation being created. A common example would be in cases where the entity being formed intends on applying for tax exempt status. If so, the Internal Revenue Service will require a separate application process and will require 501(c)(3) language included.

The Texas Secretary of State will accept these articles in person, by mail, by fax or online. This will require a full payment of the Filing Fee ($25.00) which is payable with a check or money order to “Secretary of State.” If faxing, you will need to include a competed Form 807, as you must pay this Fee with a credit card. You may mail the Texas Certificate of Formation Nonprofit Corporation | Form 202, with its accompanying paperwork, to Secretary of State, P.O. Box 13697, Austin, Texas 78711-3697, deliver them in person to James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701, or fax them to (512) 463-5709.

How To File

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Step 1 - In order to submit the Texas Certificate of Formation Nonprofit Corporation | Form 202, you will need to obtain a blank copy. You may obtain either a PDF form, an MSWord form, or both (send in only one form), depending upon your needs and preferences. If you have a PDF editing program, select the link labeled “Download PDF Form” above. If you lack a PDF program or prefer working in MSWord, then download the link labeled “Download Word Form.”

Step 2 -In the Article 1, report the Full Name of the Texas nonprofit corporation being formed on the blank line.

Step 3 - Article 2 will be divided into two sections. The first will deal with the Identity of the Texas Registered Agent. If the Texas Registered Agent is a business then enter the Full Name of the entity in section Article 2A. If not, then leave this blank, and enter the Full Name of the individual who has accepted the responsibility of being the Registered Agent for the Texas nonprofit corporation being registered on the blank line provided in Article 2B. You may only fill in one of these items.

Step 4 - The Complete Address of the Texas Registered Agent’s Registered Office must be reported in Article 2C. This may not be a PO Box and must list the actual Building Number, Street, and Unit Number where the Registered Agent may receive Service of Process on behalf of the Texas nonprofit corporation being formed here.

Step 5 - In Article 3, you must list the Directors sitting on the initial Board of Directors of this nonprofit corporation. A minimum of three Directors must be reported. Each Director must have his or her information reported in his or her own section. To begin, locate the box labeled “Director 1.” Here, enter the Full Name of the Director being reported on the first blank line. On the second blank line, enter the Complete Address for the Director being reported. If, however, the decisions of this nonprofit corporation is determined by the members then leave the Director Section blank and mark the check box labeled “The management of the affairs of the corporation is to be vested in the nonprofit corporation’s members.”

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Step 6 - Report the Purpose of this nonprofit corporation in Article 5. There are two sections provided for this. The first should contain the Purpose of the corporation as required by the Texas Secretary of State. The text box provided may contain additional information such as the 501(c)(3) compliant language, required by corporation, for entities intending to apply for Tax Exempt Status in the future.

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Step 7 - The top of the next page will start with the “Supplemental Provisions/Information” section. This will contain a text box where you may report any information that must be included in these articles but have not had the opportunity to do so.

Step 8 - Report the Full Name and Complete Address of the Organizer of the documents and filings necessary for this entity to incorporate in the section labeled “Organizer.”

Step 9 - In the section labeled “Effectiveness of Filing,” three choices, concerning when a successful filing of this paperwork takes Effect, will be made available. If the Date of Effect is the same day the Texas Secretary of State approves this filing then mark the box labeled “A.” If the Date of Effect must be on a future date then mark the box labeled “B,” then report the Date of Effect desired on the blank line provided (must be within 90 Days of the Filing Date). If the articles being submitted are to take Effect upon a certain Event, then mark the box labeled “C,” then document the Event that will catalyze the Effect of these articles when successfully filed.

Step 10 - Next, the Organizer/Incorporator reported in the “Organizer” section must read the paragraph present in the “Execution” section then Sign his or her Name on the blank line labeled “Signature of organizer.” Below this, the Organizer must Print or Type his or her Name. Then, on the left, the Organizer must provide the Date this document has been signed.

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Step 11 - Now it is time to submit the Texas Certificate of Formation Nonprofit Corporation | Form 202 along with all its accompanying paperwork to the Texas Secretary of State. This will require the payment of a $25.00 Filing Fee which may be remitted in the form of a check or paid for by credit card. All checks should be made payable to “Secretary of State.” There are three ways these documents may be submitted: in person, by mail, or by fax. If paying for it with a credit card or legalease account and submitting by fax then include a completed Form 807.

Mail To:

Secretary of State
P.O. Box 13697
Austin, Texas 78711-3697

Deliver To:

James Earl Rudder Office Building
1019 Brazos
Austin, Texas 78701

Fax To:

(512) 463-5709

 

 

How To File Online

Step 1 – Go to http://www.sos.state.tx.us/corp/sosda/index.shtml then select the button labeled “Enter.”

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Step 2 – Enter your Login Username and Login Password, then select “Submit”

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Step 3 - Review this page carefully then make sure to verify your personal information. If everything is correct then select the button labeled “Continue.”

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Step 4 - Enter your payment information. Note all credit card payments will require a %2.7 convenience fee.

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Step 5 - Read this paragraph, make a note of your session number, then select the menu option labeled “Business Organization.”

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Step 6 - Under the heading “Web Filings” select “Domestic Nonprofit Corporations” then click on the button labeled “File Document.”

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Step 7 - Report the Full Name of the nonprofit corporation being formed in the first text field on the page. Then select the button labeled “Continue.”Note: If you have not conducted a search for this Name to see if another entity already uses it, then select the button labeled “Name Availability Search.”

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Step 8 - Next, in Article 2, report on the Identity of the Texas Registered Agent by entering the Name of this party in either the field labeled “Business Name,” if the Registered Agent is a Business. If the Registered Agent is an individual then enter the Last Name, First Name, Middle Name (optional), and Suffix (optional). You may only fill in a Name of a Business or the Name of an individual.

Step 9 - Next, in the fields under “Address,” you must enter the Complete Address of the actual location of the Registered Office. That is, report the Building Number, Street, and Unit Number where this entity may receive Service of Process on behalf of the forming corporation. Then in the fields labeled “City,” “State,” “Zip Code,” and “Zip Ext”(the Zip Extension is optional), report the remainder of the Registered Office Address.

Step 10 - If the Consent form received by the Registered Agent will be uploaded and attached to this filing then mark the radio button labeled “Consent attached.” If not, and the Consent form is on file with the nonprofit corporation, then mark the second radio button (labeled “Consent on file with entity).

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Step 11 - Next you will need to input information regarding the Identity of the governing body of this corporation’s activities. If this nonprofit corporations will have its actions dictated by a Board of Directors (as opposed to Members) then select “Add Director.” If this is the case, information regarding three Directors must be entered. For our purposes, select “Add Director.”

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Step 12 - In the first three fields of this page, report the Last Name, First Name, Middle Initial (if applicable), and Suffix (if applicable) of the Director being reported.

Step 13 - Next, report the Complete Address of the Director being reported by using the “Address” fields to report the Building Number, Street, and Unit Number. Then report the City, State, Zip Code, Zip Code Extension (if applicable), and Country of this Director’s Address. When all the information on this screen has been entered, then select the “Update” button. tx cert of form nonprof p11

Step 14 - This screen will display the information of the Director you have entered. Select “Add Director” and add the next party’s information. When you have three Directors listed in this table, then select the button labeled “Continue.”tx cert of form nonprof p12

Step 15 - This screen, titled “Organizational Structure and Purpose,” select the first radio button if this corporation will have Members. If the corporation will not have members then select the second radio button. When this is done, enter the Purpose of this nonporfit corporation in the text box provided. If this nonprofit corporation intends on applying for Tax-Exempt status at any time in the future, then include the required 501(c)(3) language to satisfy the Tax-Exempt application process set forth by the I.R.S.

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Step 16 - This screen, titled “Supplemental Provisions/Information,” will allow for additional information necessary for the filing of your entity’s Certificate of Formation to be included. If there is not enough room in the text box or if you must include additional paperwork then you may upload the required files from your computer by selecting the button labeled “Choose File.” When you are ready, select the button labeled “Continue.”tx cert of form nonprof p14

Step 17 - This screen, “Organizer,” will require the Full Name of the Organizer (Incorporator) entered in the field labeled “Name” and the Full Address in the field labeled “Address.”

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Step 18 - Next, the Incorporator must enter his or her Name in the field labeled “Authorized Officer or Managerial Official.” If you wish to note a Delayed Effective Date then you may do so in the field labeled “Delayed Effective Date.” This may be between the Filing Date and 90 Days past the Filing Date. If the Filing Date and Effective Date should be the same then leave this field blank.

Step 19 - This page will give you one final opportunity to review the information you have entered. If there are no errors, then select the button labeled “Submit Filing (Fee $25.00). This will direct you to a payment information page where you may confirm your purchase. All applicable fees will be added on this page. You will receive an Email confirmation once you successfully submit a payment. If there are any sections that require correction, use the button at the top of the page labeled “Edit” to navigate to the section you desire.

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