Form 202, officially called the Certificate of Formation - Nonprofit Corporation, is filed with the Texas Secretary of State to create a Texas nonprofit corporation. It requests the organization’s name, registered agent information, management structure, membership structure, purpose, mailing address, organizer, and effective date.
Form 202 satisfies the minimum Texas formation requirements. The standard form does not automatically contain every provision needed to obtain federal or state tax exemption.
Article 1: Entity Name and Type
Provide the Texas nonprofit corporation’s exact legal name. The name must be distinguishable in Texas state records from existing entities, name reservations, and registered assumed names.
Texas does not require a nonprofit corporation to use a designation such as “Corporation,” “Incorporated,” or “Inc.” However, the name cannot falsely suggest government affiliation or imply that the organization conducts activities it is not authorized to pursue.
A preliminary name-availability check does not guarantee acceptance or protect the name from trademark claims.
Article 2: Registered Agent and Registered Office
Select either an organizational or individual registered agent.
An organizational agent must be a domestic entity or a foreign entity registered to conduct business in Texas. The nonprofit being formed cannot serve as its own registered agent. An individual agent must be a Texas resident.
Form 202 also requires the registered office’s Texas street address. This must be a location where the agent can receive legal documents during normal business hours. It cannot consist solely of a mailbox or telephone-answering service.
The agent must consent to the appointment in written or electronic form. The consent does not need to be submitted with Form 202, but the nonprofit should retain it.
Article 3: Management
Form 202 offers two management structures.
Board-Managed Corporation
If a board will manage the corporation, provide the number, names, and addresses of the initial directors. Texas requires at least three directors for a board-managed nonprofit corporation.
Each director must be a natural person, but directors do not have to live in Texas. Director information becomes part of the public record, so the Texas Secretary of State suggests using business or mailing addresses when residential privacy is a concern.
Member-Managed Corporation
A nonprofit can instead vest management solely in its members. Form 202 must expressly state this arrangement.
Having directors who are also members does not make the corporation member-managed. The certificate must specifically select member management.
Article 4: Membership
Indicate whether the corporation will have members.
Select one of the following:
- The nonprofit corporation will have members.
- The nonprofit corporation will have no members.
A corporation managed solely by members must select the first option. Selecting member management in Article 3 and “no members” in Article 4 creates an inconsistency that can cause rejection.
Article 5: Purpose
Describe why the corporation is being formed. Texas law permits a nonprofit to state that it is organized for “any or all lawful purposes,” but that broad wording may be insufficient for tax exemption.
A corporation seeking federal 501(c)(3) recognition should include a purpose clause limiting its activities to purposes allowed under Section 501(c)(3). It should also include appropriate language governing the distribution of assets after dissolution.
The form provides additional space for tax-exemption language. If that space is insufficient, the provisions can be placed in the supplemental section or an attached addendum.
Initial Mailing Address
Provide the address where the Texas Comptroller should send franchise-tax correspondence. Unlike the registered office, this may be either a street address or a post office box.
Use an address that the organization will monitor consistently. Missing Comptroller notices can cause tax-status and filing problems after formation.
Supplemental Provisions
This section can contain:
- Additional 501(c)(3) provisions
- Detailed dissolution instructions
- Limits on the corporation’s powers
- A limited duration
- Additional provisions authorized by Texas law
- Information continuing from another article
Form 202 normally creates a corporation with perpetual existence unless a limited duration is stated.
Organizer and Effective Date
Provide the organizer’s name and address. Only one organizer is required. An organizer can be an individual aged 18 or older or another legal entity and does not need to reside in Texas.
Select when the filing becomes effective. It may take effect:
- When accepted by the Secretary of State
- On a specified date within 90 days after signing
- When a stated future event or fact occurs
A conditional effective date requires additional information explaining the triggering event and the applicable 90-day deadline.
Execution and Filing Fee
The organizer must date and sign Form 202. Notarization is not required. By signing, the organizer confirms that the registered agent consented and that the filing is authorized and not materially false.
The state filing fee is $25. Therefore, the Texas state formation process cannot be completed entirely without cost. Someone researching how to start a nonprofit organization in Texas for free can prepare the filing independently and obtain an EIN from the IRS without charge, but the Secretary of State’s filing fee still applies.
Form 202 and Nonprofit Bylaws
Form 202 creates the corporation but does not replace Texas bylaws for a nonprofit organization. Bylaws should establish director terms, officer roles, meetings, voting, quorum, conflicts of interest, and other internal procedures.
For broader formation information, review Beacon Nonprofit’s nonprofit resources and filing guidance.
Conclusion
Accurate Form 202 information establishes the nonprofit’s legal identity, leadership structure, and state contact details. Before signing, confirm that its name, registered agent, management choice, membership structure, and purpose are internally consistent.
Organizations seeking tax exemption should add appropriate federal and Texas provisions instead of relying solely on the form’s standard language.