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The Texas 802 form serves as a crucial periodic report for nonprofit corporations operating within the state. Under Texas law, specifically Section 22.357 of the Texas Business Organizations Code, this form is mandatory for both domestic and foreign nonprofit corporations. It requires the disclosure of essential information, including the names and addresses of all directors and officers. Nonprofits must file this report at least once every four years, ensuring compliance with state regulations. Failure to submit the report on time can lead to severe consequences, such as involuntary termination of the corporation or revocation of its registration. The form also emphasizes the importance of providing accurate and up-to-date contact information for registered agents, directors, and officers. Privacy concerns are addressed by recommending the use of business addresses instead of personal ones when necessary. Additionally, the Texas 802 form includes specific instructions for filing, including associated fees, required documentation for name changes, and guidelines for reinstatement if the corporation has been forfeited. Completing this form accurately is essential for maintaining good standing and ensuring the continued operation of a nonprofit organization in Texas.

Sample - Texas 802 Form

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.

Form 802 ─ Page 2 of 5

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

City

State

Zip Code

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.)

 

 

 

 

 

 

First Name

MI

Last Name

 

 

Suffix

 

 

 

 

 

 

Street or Mailing Address

 

City

State

Zip Code

Country

 

 

 

 

 

 

 

 

 

 

 

 

First Name

MI

Last Name

 

 

Suffix

 

 

 

 

 

 

Street or Mailing Address

 

City

State

Zip Code

Country

 

 

 

 

 

 

 

 

 

 

 

 

First Name

MI

Last Name

 

 

Suffix

 

 

 

 

 

 

Street or Mailing Address

 

City

State

Zip Code

Country

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

First Name

MI

Last Name

 

Suffix

President

 

 

Street or Mailing Address

 

City

State

Zip Code

Country

 

 

 

 

 

Officer Title

First Name

MI

Last Name

 

Suffix

Secretary

 

 

Street or Mailing Address

 

City

State

Zip Code

Country

 

 

 

 

 

Officer Title

First Name

MI

Last Name

 

Suffix

 

Street or Mailing Address

 

City

State

Zip Code

Country

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

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Form Information

Fact Name Details
Governing Law The Texas 802 form is governed by Section 22.357 of the Texas Business Organizations Code (BOC).
Filing Requirement Nonprofit corporations must file this periodic report every four years to list directors and officers.
Consequences of Non-filing Failure to file can lead to involuntary termination of the corporation or revocation of registration.
Public Record Documents filed with the Secretary of State are public records and accessible by the public.
Registered Agent The registered agent must be a resident or a registered entity in Texas and cannot be the corporation itself.
Filing Fee The standard filing fee for the periodic report is $5, with potential late fees for delayed submissions.
Signature Requirement The report must be signed by an authorized person, affirming that the registered agent has consented to serve.

Detailed Guide for Filling Out Texas 802

Filling out the Texas 802 form is an important step for nonprofit corporations in Texas. This periodic report must be completed accurately to ensure compliance with state regulations. Follow these steps carefully to fill out the form correctly.

  1. File Number: Enter the file number assigned by the Secretary of State. This helps with processing your document.
  2. Corporation Name: Provide the legal name of your corporation. Remember, if you need to change the name, you must file an amendment.
  3. Jurisdictional Information: Indicate the state or jurisdiction where your corporation was formed.
  4. Registered Agent: Choose either option A (a domestic or foreign entity registered in Texas) or option B (an individual resident of Texas). Do not list the corporation itself as the registered agent.
  5. Registered Office Address: Enter the street address where the registered agent can be reached during normal business hours. This cannot be a mailbox service.
  6. Principal Office Address: Provide the street or mailing address of your corporation’s principal office, especially if it is a foreign corporation.
  7. Directors: List the names and addresses of all directors. Ensure you have at least three directors. If needed, attach additional information.
  8. Officers: List the names, addresses, and titles of all officers. Include at least a president and a secretary. One person may hold multiple positions, except for president and secretary.
  9. Execution: The form must be signed by someone authorized to act on behalf of the corporation. Read the statements carefully before signing.
  10. Filing Fees: Include the $5 filing fee. Be aware of potential late fees if the report is not filed on time.
  11. Delivery Instructions: Submit the completed form in duplicate to the Secretary of State by mail or in person. Ensure payment is included.

Once you have completed the Texas 802 form and submitted it, the Secretary of State will process your filing. You will receive a file-stamped copy as confirmation. Make sure to keep this for your records.

Obtain Answers on Texas 802

  1. What is the purpose of the Texas 802 form?

    The Texas 802 form, also known as the Periodic Report for Nonprofit Corporations, serves to fulfill the legal requirement for nonprofit organizations in Texas to periodically report their operational status. Specifically, it lists the names and addresses of all directors and officers within the corporation. This filing is mandated under Section 22.357 of the Texas Business Organizations Code, ensuring that the state maintains current information on nonprofit entities.

  2. How often must the Texas 802 form be filed?

    A nonprofit corporation in Texas is required to file the Texas 802 form at least once every four years. The Office of the Secretary of State may request this report from both domestic and foreign nonprofit corporations registered to conduct business in Texas. Failure to file the report on time can lead to serious consequences, including involuntary termination of the domestic corporation or revocation of the foreign corporation's registration.

  3. What information is required on the Texas 802 form?

    The Texas 802 form requires several key pieces of information:

    • The legal name of the corporation.
    • The jurisdiction under which the corporation is formed.
    • The name and address of the registered agent.
    • The registered office address where the registered agent can be served.
    • The principal office address, if applicable.
    • The names and addresses of all directors (a minimum of three is required).
    • The names, addresses, and titles of all officers, including a president and a secretary.

    If there is not enough space on the form, additional information can be provided as an attachment.

  4. What are the consequences of failing to file the Texas 802 form?

    Failure to file the Texas 802 form by the deadline can lead to significant repercussions. After receiving notice, a domestic nonprofit corporation may face involuntary termination, while a foreign corporation may have its registration revoked. To avoid these outcomes, it is crucial to file the report on time. If the report is not filed within 120 days following the second notification, reinstatement may require additional steps, including filing a tax clearance letter and paying associated fees.

Common mistakes

Filling out the Texas 802 form can be straightforward, but there are common mistakes that individuals often make. One significant error is failing to provide the correct file number. This number, assigned by the Secretary of State, helps in processing the document efficiently. Without it, delays may occur, potentially leading to complications in the filing process.

Another frequent mistake is not using the corporation's legal name in the appropriate section. It is crucial to ensure that the name matches exactly as it appears in the official documents. Any discrepancies could result in the rejection of the filing. Additionally, individuals sometimes overlook the requirement to specify the jurisdiction where the corporation was formed. This information is essential for the Secretary of State to understand the legal context of the corporation.

Many filers also mistakenly believe that they can list the corporation itself as its registered agent. This is not permitted under Texas law. The registered agent must be either a domestic or foreign entity registered to do business in Texas or an individual resident of the state. Failing to comply with this requirement can lead to legal ramifications.

Providing an incomplete or inaccurate registered office address is another common error. The address must be a physical location where the registered agent can be served during normal business hours. It cannot be a mailbox service or answering service. This detail is critical for maintaining legal compliance.

In addition, individuals often forget to include the names and addresses of all directors and officers. A minimum of three directors is required, and the form must include the name, address, and title of each officer. Omitting this information can lead to processing delays or even rejection of the report.

Moreover, some filers neglect to ensure that the execution section is signed by an authorized individual. This signature affirms that the registered agent has consented to the appointment. If the form is signed by someone who is not authorized, it may be deemed invalid.

Another mistake is not including the appropriate filing fees. The fee for a periodic report is $5, and if the corporation has forfeited its right to conduct affairs, additional late fees may apply. Not submitting the correct payment can result in rejection of the filing.

Some individuals also fail to attach any necessary additional documentation when required. For example, if a name change is being requested simultaneously with the periodic report, the appropriate amendment forms must be submitted. Neglecting to do so can complicate the process and lead to delays.

Lastly, failing to submit the form in duplicate is a common oversight. The Secretary of State requires two copies of the completed form, and not providing this can result in processing issues. Ensuring all these details are correctly addressed can help streamline the filing process and maintain compliance with Texas regulations.

Documents used along the form

When navigating the requirements for nonprofit corporations in Texas, the Texas 802 form is a crucial document. However, it often works in conjunction with several other forms and documents. Understanding these additional requirements can help ensure compliance and maintain the good standing of your organization.

  • Form 424 - Certificate of Amendment: This form is used when a nonprofit corporation wishes to change its name or amend its certificate of formation. It must be filed alongside the Texas 802 form if a name change is requested during the periodic report submission.
  • Form 412 - Certificate of Amendment for Foreign Entities: Similar to Form 424, this document is specifically for foreign nonprofit corporations that need to amend their registration in Texas. It is also submitted with the Texas 802 form if a name change is involved.
  • Tax Clearance Letter: If the nonprofit is not tax-exempt, a tax clearance letter from the Texas Comptroller of Public Accounts is required. This letter confirms that all franchise tax obligations have been met, allowing the organization to be reinstated if necessary.
  • Form 815 - Payment Authorization Form: This form is used to process payments for filing fees associated with the Texas 802 form and any amendments. It can facilitate credit card payments and is essential for ensuring timely submission.
  • Form 811 - Certificate of Account Status: While not always necessary, this form may be required to confirm that the nonprofit is in good standing with the state. It provides assurance that the organization has met all its filing obligations.

By familiarizing yourself with these forms and documents, you can better navigate the complexities of nonprofit corporation compliance in Texas. Remember, each requirement plays a vital role in maintaining your organization’s legal standing and operational effectiveness.

Similar forms

  • Texas Form 424 - Certificate of Amendment: This form is used to amend the certificate of formation for a nonprofit corporation. Similar to the Texas 802 form, it requires detailed information about the corporation and must be filed with the Secretary of State. Both forms ensure compliance with state regulations regarding nonprofit governance.
  • Texas Form 412 - Certificate of Formation: This document is filed to create a nonprofit corporation in Texas. Like the Texas 802 form, it requires information about the corporation's name, registered agent, and directors. Both forms are essential for maintaining proper records with the Secretary of State.
  • Texas Form 801 - Certificate of Formation for a Nonprofit Corporation: This form is specifically for establishing a nonprofit entity. It shares similarities with the Texas 802 form in that both require the disclosure of directors and officers. Compliance with state laws is vital in both cases.
  • Texas Form 886 - Annual Report: This report is filed annually by certain business entities, including nonprofits. Like the Texas 802 form, it requires updates on directors and officers, ensuring that the state has current information about the organization.
  • Texas Form 815 - Credit Card Payment Authorization: While not a report itself, this form is used for paying filing fees associated with forms like the Texas 802. Both forms facilitate the filing process with the Secretary of State and ensure timely compliance.
  • Texas Form 882 - Statement of Change of Registered Office or Registered Agent: This form is used to update the registered agent or office address. Similar to the Texas 802, it involves critical information about the organization and ensures that official communications are directed appropriately.
  • Texas Form 850 - Application for Certificate of Account Status: This form is used to confirm that a nonprofit corporation has met its tax obligations. Like the Texas 802 form, it plays a role in maintaining the corporation's good standing with the state.

Dos and Don'ts

When filling out the Texas 802 form, attention to detail is crucial. Here are ten essential guidelines to follow:

  • Include the file number assigned by the Secretary of State to expedite processing.
  • Provide the legal name of the corporation accurately to avoid any issues with amendments later.
  • Specify the jurisdiction under which the corporation was formed.
  • Designate a registered agent who is either a registered entity or an individual resident of Texas, ensuring that the corporation does not act as its own agent.
  • Use a valid registered office address where the registered agent can be served during normal business hours, avoiding mailbox services.
  • List all directors with their names and addresses, ensuring there are at least three directors.
  • Include all officers with their titles and addresses, making sure at least one president and one secretary are designated.
  • Sign the report by an authorized person, confirming that the registered agent has consented to serve.
  • Pay the correct filing fee of $5, noting that late fees may apply if the report is filed after the deadline.
  • Submit the form in duplicate to the Secretary of State, ensuring all required documentation is included.

Conversely, avoid these common pitfalls:

  • Do not forget to include the file number, as it is essential for processing.
  • Do not use a residential address for the registered agent if privacy is a concern; opt for a business or P.O. Box address instead.
  • Do not leave out any required information about directors or officers.
  • Do not enter the corporation's name as the registered agent; this is not permitted.
  • Do not assume that a mailbox service is an acceptable registered office address.
  • Do not neglect to obtain consent from the registered agent before submitting the form.
  • Do not submit the report without the proper signatures; it must be signed by an authorized individual.
  • Do not forget to include all necessary attachments if space on the form is insufficient.
  • Do not pay the filing fee incorrectly; ensure the payment method is accepted.
  • Do not forget to keep a copy of the filed report for your records.

Misconceptions

  • Misconception 1: The Texas 802 form can be filed at any time without consequences.

    • This is incorrect. Nonprofit corporations must file the periodic report within a specified timeframe. Failure to do so can lead to involuntary termination or revocation of registration.

  • Misconception 2: A corporation can act as its own registered agent.

    • This is not true. The registered agent must be a separate entity or an individual resident of Texas. The corporation itself cannot serve in this capacity.

  • Misconception 3: The periodic report does not need to include the names of all directors and officers.

    • This is false. The Texas Business Organizations Code mandates that the report must list the names and addresses of all directors and officers of the corporation.

  • Misconception 4: Any address can be used for directors and officers.

    • This is misleading. While privacy concerns may allow for business or P.O. Box addresses, the registered office must be a physical address where service of process can be delivered.

  • Misconception 5: The periodic report must be notarized.

    • This is incorrect. The periodic report does not require notarization, but it must be signed by an authorized person.

  • Misconception 6: Filing fees are the same regardless of the timing of the report submission.

    • This is not accurate. If a corporation fails to file on time, late fees may apply, increasing the total cost of filing.

  • Misconception 7: Changes to the corporation's name can be made without additional paperwork.

    • This is false. To change the corporation's name, an amendment must be filed along with the periodic report.

  • Misconception 8: The Texas 802 form is a substitute for legal or tax advice.

    • This is a significant misunderstanding. The form is a basic filing requirement and does not replace the need for professional legal or tax consultation.

Key takeaways

  • Form 802 is a periodic report required for nonprofit corporations in Texas, as mandated by Section 22.357 of the Texas Business Organizations Code.
  • Nonprofit corporations must file this report every four years, or as required by the Office of the Secretary of State.
  • Failure to file the report on time can lead to involuntary termination of the corporation or revocation of its registration.
  • All information submitted in the report becomes a public record, so consider privacy when providing addresses.
  • Include the file number assigned by the Secretary of State to expedite processing.
  • Provide the legal name of the corporation; any name change requires an amendment to the certificate of formation.
  • The report must list the names and addresses of all directors and officers, with a minimum of three directors required.
  • The registered agent must be either a registered entity or an individual resident of Texas, and the corporation cannot serve as its own registered agent.
  • The filing fee for the periodic report is $5, with additional fees applicable for late submissions.
  • To reinstate a corporation that has been involuntarily terminated, the periodic report and a $25 fee must be submitted along with any required tax clearance letters.