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Texas Certificate of Formation – Nonprofit Corporation

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Form 202 — Certificate of Formation
Nonprofit Corporation

This space reserved for office use.

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

Article 1 – Entity Name and Type

The filing entity being formed is a nonprofit corporation. The name of the entity is:

Article 2 – Registered Agent 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:

B. The initial registered agent is an individual resident of the state whose name is set forth below:

C. The business address of the registered agent and the registered office address is:

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

Director 2

Director 3

The management of the affairs of the corporation 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

The nonprofit corporation is organized for the following purpose or purposes:

The following text area may be used to include any additional language or provisions that may be needed to obtain tax-exempt status.

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:

Effectiveness of Filing

(Select either A, B, or C.)

A. This document becomes effective when the document 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 90th day after the date of signing is:

The following event or fact will cause the document to take effect in the manner described below:

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 to execute the filing instrument.

Date:

Signature of organizer

Printed or typed name of organizer

Enter text✕

What the Texas Certificate of Formation – Nonprofit Corporation Is

The Texas Certificate of Formation – Nonprofit Corporation is the formal filing submitted to the Texas Secretary of State to create a nonprofit corporation under Texas law. It establishes the nonprofit as a legal entity, records the corporate name, registered agent and office, initial directors or organizer information if supplied, and sets the entity’s statutory structure. Filing this certificate initiates state-level recognition and allows the organization to transact business, open bank accounts, and pursue federal tax-exempt status with the IRS once formation is complete.

Why the Certificate Matters for Your Organization

Filing a Certificate of Formation gives your nonprofit a separate legal identity, limited liability for directors and officers, and a formal record required for banking, grants, and federal tax-exempt applications.

Why the Certificate Matters for Your Organization

Who typically prepares and files this Certificate

Organizations and individuals commonly involved in forming a Texas nonprofit include volunteer organizers, board members, attorneys, and nonprofit advisors.

  • Volunteer organizers and founders preparing initial paperwork and governance documents for a new nonprofit.
  • Attorneys or formation services drafting bylaws, verifying name availability, and advising on tax-exempt strategy.
  • Board members or initial directors approving formation language and later handling governance and compliance duties.

Understanding the roles helps ensure accurate information and timely filing with the Secretary of State.

Step-by-step: completing the Texas Certificate of Formation – Nonprofit Corporation

Follow these core steps in sequence to prepare and file the Certificate accurately.

  • 01
    Reserve and verify name: Check Texas SOS name availability and avoid prohibited words.
  • 02
    Appoint registered agent: Provide a Texas street address and accept service of process.
  • 03
    Complete formation form: Populate all required fields and attach any required exhibits.
  • 04
    Submit and pay fee: File online or by mail and include the required state filing fee.

How online filing and eSubmission typically work

Electronic workflows streamline form completion, signer routing, and submission to the Secretary of State.

  • Upload document: Upload the Certificate PDF or use the Secretary of State’s online form.
  • Place fields: Add signature, date, and text fields for organizers and directors.
  • Add signers: Assign signer roles and authentication methods for each participant.
  • Sign and submit: Collect signatures, download completed file, and transmit to the SOS.

Typical e-filing workflow settings to configure

Configure these settings to match the State filing requirements and internal approval workflow.

Field Configuration
Signer authentication Email link or SMS code per signer identity needs
Signing order Sequential or parallel routing depending on governance
Document retention Set permanent storage and export formats (PDF/A recommended)
Notifications Enable signer reminders and completion notices

Technical requirements for eSign and submission

Ensure your signing platform supports legal e-signatures, document export, and secure storage before filing.

  • File formats: PDF, DOCX accepted for preparation and upload
  • Authentication: Email link, SMS code, or stronger 2FA options
  • Integrations: Connect to cloud storage and accounting systems

Key elements included in a professional Certificate of Formation

A complete Certificate of Formation includes core legal data, governance information, and any optional provisions needed for your nonprofit’s operations.

Corporate Name

The official name under which the nonprofit will operate; must comply with Texas naming rules and be distinguishable from existing entities.

Registered Agent

Name and physical Texas address of the registered agent who will accept legal notices and service of process on behalf of the corporation.

Purpose Clause

Brief description of the nonprofit’s purpose; clarity supports later IRS 501(c)(3) or other tax-exemption applications when applicable.

Duration

State whether the corporation has perpetual existence or a specific term; perpetual is typical for most nonprofits.

Directors

Names and addresses of initial directors if included; governance documents and bylaws will determine ongoing board structure.

Organizer

Name, address, signature, and date for the person or persons executing the Certificate on filing.

Required information fields at a glance

Entity name: Full legal name
Registered agent: Name and Texas street address
Registered office: Complete street address
Purpose: Short purpose statement
Initial directors: Names and addresses
Organizer signature: Printed name and signature date

Penalties and risks from incorrect or incomplete filings

Filing rejection: Document returned for correction
Loss of standing: Unable to transact until cured
Service risk: Improper registered agent risks missed notices
Tax delays: Delayed EIN or tax-exempt processing
Personal exposure: Liability if formalities are ignored
Additional fees: Late or corrective filings may incur costs

Common mistakes to avoid when preparing the Certificate

  • Using a corporate name already in use or that does not meet Texas naming rules, causing filing rejection and delays while a new name is chosen.
  • Entering a P.O. box for the registered office instead of a Texas street address, which will typically be rejected or require correction before filing is accepted.
  • Failing to provide complete organizer or director contact information, leading to correspondence gaps and potential inability to satisfy follow-up requirements.
  • Neglecting to align the purpose language with future IRS 501(c)(3) intentions, which can complicate tax-exempt application and require amendments later.

Timing and processing expectations for formation and next steps

Expect variable processing times and plan follow-on tasks such as EIN, bylaws, and tax-exempt filings after formation.

When to file:

File when organizers are prepared and before beginning formal fundraising or contracts

Secretary of State processing:

Processing times vary by method and season; check the SOS portal for estimates

EIN application:

Apply to the IRS for an EIN after formation to open bank accounts

Tax-exempt application:

Prepare IRS Form 1023 or 1023-EZ if seeking 501(c)(3) recognition

Bylaws and meetings:

Adopt bylaws and hold initial board meeting soon after formation

Key milestones from formation to operational readiness

A typical milestone sequence helps plan formation, governance, and compliance tasks.

01

Prepare formation materials

Assemble name, agent, purpose, and organizer details for filing

02

File Certificate

Submit the Certificate and required state filing fee to the Secretary of State

03

Obtain EIN

Apply for an Employer Identification Number from the IRS

04

Adopt bylaws

Hold initial board meeting and adopt bylaws and resolutions

eSignature vendor comparison for formation workflows

Compare core pricing and capabilities relevant to signing and routing the Texas Certificate of Formation; signNow is listed first per vendor comparison convention.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Premium tier) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently asked questions about the Texas Certificate of Formation – Nonprofit Corporation

Answers focus on common formation, filing, and eSignature questions for Texas nonprofit incorporations.


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