Form 202, Certificate of Formation for a Nonprofit Corporation

In the case of wanting to certify the formation of a non-profit corporation in the State of Texas, the following has to be completed and submitted after carefully reading the instructions.

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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 govern s 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 co rporation under the BOC and not as a for-profit 
corporation.  In a nonprofit corporati on, 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 cem etery 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 franch ise tax information visit the web site of the 
Comptroller of Public Accounts at www.window.state.tx.us/taxinf o/franchise/index.html. For 
information on state tax exemption, including applic ations 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 vis it 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 Or ganization,” 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 f iled 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 serv ices, or e-mail your name inquiry to 
[email protected].  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 precl earance of a name or the issuance of a certificate 
of formation under a name does not authorize the us e 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 enti ty that is registered to do business in Texas or (option B) an 
individual resident of th e 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 certif icate 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 regist ered office is not required to be the entity’s principal place of 
business, the registered office ma y 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 desi gnated 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 re quirements for directors.  Set 
forth the name of the individual in the format speci fied.  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 w ith the secretary of state is a public record that is subject to public 
access and disclosure.  When providing address informa tion for directors, use a business or post office 
box address rather than a residence addre ss 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 member s, 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 st atement 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 a ny lawful purpose or purposes not  expressly prohibited under title 1, 
chapter 2, or title 2, chap ter 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 statem ent as a basis for granting a license or a tax-
exempt or tax-deductible status.  An additional te xt 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 add itional articles to contain optional provisions.  This 
space also may be used to provide for additional st atements 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 th at 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 prope rty of the corporation shall be applied and 
distributed as follows: 


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 f act.  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 form ation, 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 c onsented to serve in that capacity.  (BOC § 5.2011, effective 
January 1, 2010) 
A person commits an offense under sec tion 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 de fraud 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 secr etary of state.  Fees paid by 
credit card are subject to a stat utorily authorized convenience fee  of 2.7 percent of the total fees. 
Submit the completed form in dupli cate 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 tran smission (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 certifi cate 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 secr etary of state may require a nonprofit 
corporation to file a report not mo re 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 secretar y 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 corpor ation 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 availa ble to the public is a Class B misd emeanor.  These provisions do not 
apply to those corporations exempted under secti on 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 th e Public Information Act pursuant to section 552.0035 
of the Government Code. 
Revised 05/11 	
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Form 202 	6 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 co rporation.  The name of the entity is: 
Article 2 – Registered Agen t 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 st ate 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 corporati on 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 in clude any additional language or provisions that may be needed to obtain tax-exempt status.

Form 202 	8 	
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 Ma iling Address  City State Zip Code 	
Effectiveness of Filing 	(Select either A, B, or C.) 	
A.  This document becomes effective when the do cument 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 documen t to take effect in the manner described below:
Execution 
The undersigned affirms that the person designate d 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