The Texas 802 form is a periodic report required for nonprofit corporations, detailing the names and addresses of all directors and officers. This form must be filed with the Secretary of State to maintain compliance with Texas law, and failure to do so can lead to serious consequences, including termination of the corporation's status. It is crucial to complete this form accurately and submit it promptly; click the button below to get started.
The Texas 802 form, known as the Periodic Report for Nonprofit Corporations, serves as a crucial document for organizations operating in Texas. This report is mandated by the Texas Business Organizations Code and must be filed periodically, typically every four years. It requires nonprofits to provide essential information, including the names and addresses of their directors and officers. Failing to submit this report on time can lead to serious consequences, such as involuntary termination of the corporation or revocation of its registration. Privacy concerns are acknowledged, as individuals can use business addresses instead of personal ones when listing directors and officers. The form also outlines specific instructions for completing it, such as providing the corporation's legal name, registered agent information, and principal office address. Additionally, it highlights the importance of obtaining consent from the registered agent and the potential penalties for submitting false information. Filing fees are minimal, but late submissions can incur additional charges. Understanding the Texas 802 form is essential for maintaining compliance and ensuring the smooth operation of nonprofit entities in the state.
Form 802—General Information
(Periodic Report – 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 required by Section 22.357 of the Texas Business Organizations Code (BOC) to file a periodic report that lists the names and addresses of all directors and officers of the corporation. The Office of the Secretary of State may require a domestic nonprofit corporation or a foreign nonprofit corporation registered to transact business in this state to file a report not more than once every four years. The failure to file the report when due will result, after notice, in the involuntary termination of the domestic corporation or the revocation of the registration of the foreign corporation.
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 a director or officer, use a business or post office box address rather than a residence address if privacy concerns are an issue.
Instructions for Form
File Number: It is recommended that the file number assigned by the Secretary of State be provided to facilitate processing of the document.
1—Corporation Name: Provide the legal name of the corporation. Changes to the name of the corporation require an amendment to the certificate or registration of the corporation. See Additional Documentation instructions below.
2—Jurisdictional Information: Provide the state or other jurisdiction under the laws of which the corporation is formed.
3—Registered Agent: 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 entity name as the name of the registered agent.
Consent: 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 periodic report. 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)
4—Registered Office Address: 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)
Form 802 ─ Page 1 of 5
5—Principal Office Address: Provide the street or mailing address of the principal office of the corporation in the state or country under the laws of which the corporation is incorporated if the corporation is a foreign corporation.
6—Directors: Provide the name and address of each member of the board of directors. A corporation is generally managed by a board of directors. However, a corporation that has members may be managed by its members or by a board of directors. A minimum of three directors is required. If the space provided is insufficient, include the information as an attachment to this form for item 6.
7—Officers: Provide the name, address, and title of each officer. The officers of a corporation must include a president and a secretary and may also consist of one or more vice-presidents, a treasurer, and such other officers and assistant officers as may be deemed necessary. Any one person may serve in more than one office, except the offices of president and secretary. If the space provided is insufficient, include the information as an attachment to this form for item 7.
Execution: Pursuant to Section 4.001 of the BOC, the periodic report must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity signs a filing instrument. The periodic report need not 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 or managerial official is an affirmation by the organizer or managerial official that the person named in the instrument as registered agent has consented to serve in that capacity. (BOC § 5.2011)
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.
Filing Fees: The filing fee for a periodic report for a nonprofit corporation is $5. If the corporation has forfeited its right to conduct affairs for failure to file the periodic report within thirty (30) days of the first notification, the fee is the original $5 plus a late fee of $1 per month or part of a month for one hundred twenty (120) days following the forfeiture, but not less than $5 nor more than $25.
Additional Documentation:
Name Change (optional): To change the name of the corporation at the same time of filing the required periodic report, an amendment (Form 424 or 412, as appropriate) and filing fee of $25 and Form 802 and filing fee (as stated in Filing Fees), must be submitted at the same time to the Reports Unit for filing.
Reinstatement: If the report is not filed within the one hundred twenty (120) day period from the date of the second notification, the domestic corporation will be involuntarily terminated or the registration of the foreign corporation will be revoked. The corporation may be relieved of the involuntary termination or revocation and reinstated by filing the required periodic report (Form 802) and filing fee of $25.
Tax Clearance from Comptroller of Public Accounts: If the corporation is not tax exempt, a tax clearance letter from the Texas Comptroller of Public Accounts stating that the filing entity has satisfied all franchise tax liabilities and may be reinstated is required to be filed with Form 802 and filing fee of $25. Form 811 is not required when reinstating. Contact the Comptroller for assistance in complying with franchise tax filing requirements and obtaining the necessary tax clearance letter by email at: [email protected] or by calling (800) 252-1381 or (512) 463-4600.
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Amendment to Certificate of Formation or Registration: The name of the corporation must be available at the time of reinstatement. The administrative rules adopted for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, subchapter C) may be viewed at: http://www.sos.state.tx.us/tac/index.shtml A preliminary determination on “name availability” may be obtained by calling (512) 463-5555 or e-mail to: [email protected]
At the time of reinstating, if the corporation name is no longer available, or if written consent is required but cannot be obtained for the use of the name, simultaneously submit: (A) a certificate of amendment to the certificate of formation to change the name of the domestic entity as a condition of reinstatement; or (B) an amended registration to state the assumed name under which the foreign entity shall transact business. The amendment (Form 424 or 412, as appropriate) and filing fee of $25 and Form 802 and filing fee of $25, and the tax clearance letter, must be submitted at the same time to the Reports Unit for filing. Forms 424 and 412 are available at: http://www.sos.state.tx.us/corp/forms_boc.shtml
Upon completing the reinstatement process of submitting all required forms, paying all applicable filing fees, and meeting all filing requirements, the status of the nonprofit corporation will be changed to in existence.
•Payment Instructions: Accepted methods of payment are: (1) a check or money order payable through a U.S. bank or financial institution made payable to the Secretary of State; (2) a valid American Express, Discover, MasterCard, or Visa credit card (subject to a statutorily authorized convenience fee of 2.7% of the total fees incurred); (3) a funded LegalEase account; or (4) a prefunded Secretary of State client account. Use Form 815 at: http://www.sos.state.tx.us/corp/forms_reports.shtml to pay by credit card, LegalEase, or client account.
•Delivery Instructions: Submit the completed form(s), with the filing fees, in duplicate to the Secretary of
State. Mail to: Secretary of State, Reports Unit, P.O. Box 12028, Austin, Texas 78711-2028; deliver to:
James Earl Rudder Office Building, Reports Unit, 1019 Brazos, Austin, Texas 78701; or fax to: (512)
463-1423 (requires Form 815 for payment). On filing the document(s), 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. If you require additional assistance, you may contact the Reports Unit at: (512) 475-2705.
Revised 08/12
Form 802 ─ Page 3 of 5
Form 802
This space reserved for filing office use.
(Revised 08/12)
Submit in duplicate to:
Secretary of State
Reports Unit
P.O. Box 12028
Austin, TX 78711-2028
Periodic Report
Phone: (512) 475-2705
FAX: (512) 463-1423
of a
Dial: 7-1-1 for Relay Services
Nonprofit Corporation
Filing Fee: See Instructions
File Number:
1.The name of the corporation is: (A name change requires an amendment; see Instructions)
2.It is incorporated under the laws of: (Set forth state or foreign country)
3.The name of the registered agent is:
A. The registered agent is a corporation (cannot be entity named above) by the name of:
OR
B. The registered agent is an individual resident of the state whose name is:
First Name
MI
Last Name
Suffix
4. The registered office address, which is identical to the business address of the registered agent in Texas, is:
(Only use street or building address; see Instructions)
TX
Street Address
City
State
Zip Code
5.If the corporation is a foreign corporation, the address of its principal office in the state or country under the laws of which it is incorporated is:
Street or Mailing Address
Country
6. The names and addresses of all directors of the corporation are: (A minimum of three directors is required.)
(If additional space is needed, include the information as an attachment to this form for item 6.)
Form 802 ─ Page 4 of 5
7. The names, addresses, and titles of all officers of the corporation are: (The offices of president and secretary
must be filled, but both may not be held by the same officer.)
(If additional space is needed, include the information as an attachment to this form for item 7.)
Officer Title
President
Secretary
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 under the provisions of law governing the entity to execute the filing instrument.
Date:
Signature of authorized officer
Print
Reset
Form 802 ─ Page 5 of 5
Completing the Texas 802 form is a straightforward process that requires careful attention to detail. Ensure that you have all necessary information at hand before beginning. The following steps will guide you through the completion of the form.
The Texas 802 form is a periodic report required for nonprofit corporations in Texas. This report lists the names and addresses of all directors and officers of the corporation. It must be filed with the Office of the Secretary of State to comply with the Texas Business Organizations Code.
All nonprofit corporations, both domestic and foreign, registered to conduct business in Texas are required to file the Texas 802 form. This filing is necessary to maintain good standing and to avoid involuntary termination or revocation of the corporation's registration.
The Texas 802 form must be filed at least once every four years. However, if a corporation fails to file the report when due, it may face involuntary termination or revocation of its registration after receiving notice.
To complete the Texas 802 form, you will need to provide the following information:
The filing fee for the Texas 802 form is $5. If the corporation has forfeited its right to conduct affairs due to failure to file within the required timeframe, additional late fees may apply. These fees can accumulate at a rate of $1 per month, up to a maximum of $25.
If the Texas 802 form is not filed within the required timeframe, the corporation may be involuntarily terminated or its registration revoked. To remedy this situation, the corporation can file the form along with a $25 reinstatement fee and any required documentation.
Yes, you can change the name of your corporation when filing the Texas 802 form. However, this requires submitting an amendment (Form 424 or 412) along with the periodic report and the associated fees.
If you require assistance, you can contact the Reports Unit of the Secretary of State at (512) 475-2705. They can provide guidance on completing the form and any other related inquiries.
You can submit the completed Texas 802 form in duplicate by mail, in person, or via fax. The mailing address is Secretary of State, Reports Unit, P.O. Box 12028, Austin, Texas 78711-2028. For in-person submissions, visit the James Earl Rudder Office Building in Austin. If faxing, ensure you include Form 815 for payment.
Incorrect Corporation Name: Failing to provide the exact legal name of the corporation can lead to processing delays. If the name has changed, an amendment is necessary.
Missing File Number: Not including the file number assigned by the Secretary of State can complicate the processing of the form. This number helps the office identify the corporation quickly.
Improper Registered Agent Information: Entering the corporation itself as the registered agent is a common mistake. The registered agent must be either a qualified individual or a registered entity, not the corporation.
Inaccurate Registered Office Address: Providing a P.O. Box instead of a physical street address for the registered office can lead to rejection. The address must allow for personal service during business hours.
Insufficient Director Information: Not listing at least three directors can result in an incomplete filing. If there isn’t enough space on the form, additional information should be attached.
Omitting Officer Titles: Failing to specify the titles of officers can create confusion. Both the president and secretary must be listed, and they cannot be the same person.
Neglecting to Sign the Form: An unsigned form is invalid. The individual authorized to file must sign the document, affirming that the registered agent has consented to the appointment.
The Texas 802 form is a periodic report required for nonprofit corporations in Texas. Along with this form, several other documents may be necessary depending on the specific circumstances of the corporation. Below is a list of commonly used forms and documents that may accompany the Texas 802 form.
These documents are integral to ensuring compliance with Texas law for nonprofit corporations. It is advisable to review each document carefully and seek assistance if needed to ensure all requirements are met.
The Texas 802 form is similar to the IRS Form 990, which is an annual information return that tax-exempt organizations must file with the IRS. Both documents require organizations to disclose information about their governance, including details about directors and officers. While Form 802 focuses on state-level compliance in Texas, Form 990 serves federal tax reporting purposes. Both forms aim to promote transparency and accountability in nonprofit organizations, helping to ensure that they operate in accordance with the law.
Another document akin to the Texas 802 form is the Articles of Incorporation. This document establishes a nonprofit corporation's existence at the state level and includes essential information such as the corporation's name, purpose, and registered agent. While the Texas 802 form is a periodic report that updates the state on the corporation's current status and leadership, the Articles of Incorporation are foundational documents created when the organization is first established.
The Certificate of Formation is also comparable to the Texas 802 form. This document is required to legally form a nonprofit in Texas and includes similar information about the organization, such as its name and registered agent. The Texas 802 form serves as a periodic check-in, ensuring that the state has up-to-date information about the nonprofit's leadership and operations, while the Certificate of Formation is a one-time filing that marks the organization's creation.
The Form 424, used for amendments to a corporation's certificate of formation, bears similarity to the Texas 802 form as well. If a nonprofit needs to change its name or make other significant alterations, it must file Form 424. In contrast, the Texas 802 form is a routine report that lists current directors and officers. Both forms help maintain accurate records with the Secretary of State, ensuring that the public has access to correct information about the nonprofit.
The Texas 801 form, which is a similar periodic report for for-profit corporations, can also be compared to the Texas 802 form. Both forms require the disclosure of corporate leadership and other essential information. However, the Texas 801 form is specifically for for-profit entities, while the Texas 802 form is tailored for nonprofit corporations. This distinction highlights the different regulatory requirements for various types of organizations.
The Annual Report, often required by other states for nonprofits, is another document similar to the Texas 802 form. This report typically requires nonprofits to provide information about their activities, finances, and leadership. Like the Texas 802 form, the Annual Report serves to keep the state informed about the organization's operations and ensures compliance with relevant laws. However, the specific requirements and filing frequency can vary from state to state.
The Form 990-EZ, a shorter version of the IRS Form 990, is also similar in purpose to the Texas 802 form. It is designed for smaller tax-exempt organizations and requires less detailed financial information. Both forms focus on transparency and accountability, ensuring that organizations disclose their governance structure and operational details to the public. The key difference lies in the scale and complexity of the organizations that file each form.
Finally, the Texas 803 form, which is a report for charitable organizations, shares similarities with the Texas 802 form. Both forms require nonprofits to provide updated information about their leadership and operations. However, the Texas 803 form is specific to charitable organizations that solicit donations, whereas the Texas 802 form applies to all nonprofit corporations. This distinction emphasizes the unique requirements for different types of nonprofits operating within Texas.
When filling out the Texas 802 form, there are some important dos and don'ts to keep in mind. Here’s a helpful list:
Misconceptions about the Texas 802 form can lead to confusion for nonprofit corporations. Here are seven common misconceptions along with clarifications:
This is incorrect. Nonprofit corporations are required to file the Texas 802 periodic report as mandated by Section 22.357 of the Texas Business Organizations Code.
Failure to file the report on time can result in the involuntary termination of the corporation or revocation of its registration.
In addition to the principal office address, the report requires the registered office address and the names and addresses of all directors and officers.
This is false. A corporation cannot act as its own registered agent; it must designate an individual resident of Texas or another registered entity.
It is essential for the form to be signed by an authorized person. This signature affirms that the registered agent has consented to serve in that capacity.
While the addresses provided are public records, it is advisable to use business or post office box addresses if privacy is a concern.
The filing fee for a periodic report is $5, but additional fees may apply if the corporation has forfeited its right to conduct affairs due to late filing.
The Texas 802 form is a periodic report required for nonprofit corporations to list their directors and officers.
Filing is necessary every four years, and failure to do so can lead to termination of the corporation.
Provide the corporation's legal name accurately; any name change requires an amendment.
Include the state or jurisdiction where the corporation is formed.
The registered agent must be a Texas resident or a registered entity; the corporation cannot act as its own agent.
List the registered office address where legal documents can be served during business hours.
A minimum of three directors is required, and their names and addresses must be provided.
Officers must include at least a president and a secretary; one person cannot hold both positions.
The filing fee is $5, with additional fees if the report is late.
Submit the completed form in duplicate to the Secretary of State, along with payment and any necessary documents.