Texas Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check (optional reserve): Verify availability; reserve for 120 days with Form 501 if you want to lock it in ($40).
2. 2.
   Registered agent & office: Must have Texas street address. Get agent consent (keep Form 401-A on file; do not file it).
3. 3.
   Nonprofit type & purpose draft: You'll enter a short purpose on Form 202 and attach Exhibit A for IRS clauses.
4. 4.
   Incorporator details: One incorporator is fine; directors/officers are adopted at the organizational meeting.

B

Prepare Certificate of Formation (Form 202)

Complete Form 202 with the following information:

1. 1.
   Name: Exact match to your availability check.
2. 2.
   Registered agent/office: Texas street address required.
3. 3.
   Management: Board structure as applicable.
4. 4.
   Purpose: Keep it brief on the form.
5. 5.
   Supplemental Provisions/Information: Add “See attached Exhibit A – Supplemental Provisions (1 page), incorporated by reference,” and attach the IRS clauses (purpose, limitations, dissolution). SOSDirect accepts PDF/TXT/TIF attachments.
6. 6.
   Organizer signature and effectiveness: Upon filing or a future date.

C

File the Certificate

1. 1.
   File online via SOSDirect: Fastest method, available 24/7. Mail filing is also available.
2. 2.
   Fees: $25 for the certificate; card payments online may include a convenience fee.
3. 3.
   Attachments: Upload Exhibit A as PDF/TXT/TIF on the Supplemental Provisions screen.
4. 4.
   Output: SOS acceptance with a file-stamped certificate; save for downstream filings.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational Meeting: Adopt bylaws; appoint initial directors/officers; banking resolutions; fiscal year; key policies.
3. 3.
   Comptroller tax exemptions:

   • • If you have your IRS determination letter, apply using AP-204 (franchise & sales tax)
   • • If applying based on state law (without IRS letter), use AP-205 (charitable) / AP-207 (educational) / AP-209 (religious) as applicable
4. 4.
   Charitable solicitations: No general charity registration; check Texas OAG rules if fundraising involves public safety/veterans telephone solicitations.
5. 5.
   Periodic report (when requested): Watch for SOS notice to file Form 802 (not more than once every four years).
6. 6.
   Local licenses & banking: Check city/county requirements; open bank account (EIN, Certificate, bylaws).

Resources & Forms

• Certificate of Formation: Form 202 (PDF/Word)
• Online Filing Portal: SOSDirect
• Name Reservation: Form 501 (120 days, $40)
• Periodic Report: Form 802 (Nonprofit)
• Registered Agent Consent: Form 401-A (retain; don't file)
• Tax Exemption Applications: Comptroller Forms (AP-204/205/207/209)
• Charitable Registration: OAG Overview

Notes & Best Practices

• In SOSDirect, keep Form 202 concise and use Exhibit A for IRS clauses; attach as PDF/TXT/TIF
• Do not upload a fully drafted “articles” document; use Supplemental Provisions instead (Form 202 provides that mechanism)
• Get and retain written/electronic agent consent (don't file it)
• Calendar the Comptroller exemption step promptly after your IRS letter to avoid sales/franchise tax issues
• Texas has no annual report requirement - only periodic reports when requested (maximum once every 4 years)
• Most charities don't need to register in Texas, but check OAG rules for public safety/veterans telephone solicitations