Nonprofit Corporation Administrative Dissolution and Reinstatement in Texas
At a glance
| Entity and agency | Tex. Bus. Orgs. Code chs. 11 and 22; Secretary of State administers general filing-entity termination and the nonprofit-specific report-forfeiture route (§§ 11.251, 22.357–.365). |
|---|---|
| Report, fee, or tax failure | General route: late required report or fee/penalty; separate 16-day notice cure for formation-fee failure. Nonprofit-specific secretary-of-state report is required no more than once every four years on request (§§ 11.251(b), 22.357). |
| Agent and other grounds | General route includes failure to maintain a registered agent or office in Texas (§ 11.251(b)(1)(B)); the nonprofit report states the registered agent and office (§ 22.357(a)(3)). |
| Notice and cure | General-route notice by regular/certified mail: cure before day 91 for report/fee/agent failures, before day 16 for formation fee (§ 11.251). Nonprofit report due 30 days after mailed request; revival within 120 days after mailed forfeiture notice (§§ 22.358–.359, .361, .363). |
| When status changes | General termination when Secretary of State issues certificate (§ 11.252(c)); nonprofit report failure first forfeits right to conduct affairs upon record entry, then termination is entered if not revived (§§ 22.360, .364). |
| Powers afterward | During report forfeiture, corporation cannot maintain a Texas action but may defend; contracts and acts remain valid (§ 22.362). General-route certificate terminates existence (§ 11.252(c)). |
| Reinstatement window | General-route reinstatement by certificate after correction; continuity if filed before third anniversary (§ 11.253). Nonprofit-report forfeiture can be revived within 120 days; after resulting termination, § 22.365 provides reinstatement. |
| Filings, payments, and name | General route: certificate with required facts, corrections, fees, and amendments; nonprofit is excepted from the stated comptroller tax-clearance-letter condition (§ 11.253). Nonprofit report route: report, fee, accrued sums, and new name if old name unavailable (§ 22.365). |
| Effect and review | General reinstatement before third anniversary treats existence as uninterrupted, but does not erase intervening personal-liability issues (§ 11.253(d)). Nonprofit-report reinstatement sets aside the forfeiture record (§ 22.365(b)). |
Requirements one by one
General filing-entity termination
Tex. Bus. Orgs. Code § 11.251 permits the Secretary of State to mail notice to the entity's registered office or principal place of business. An uncured required-report, fee, penalty, or registered-agent/office failure may support termination after the 90-day notice period. A formation-fee failure has a shorter period: the statute requires correction before the 16th day after mailing. Under § 11.252, existence ends when the Secretary of State issues the certificate of termination.
A generally terminated entity files a certificate of reinstatement with the facts required by § 11.253, corrects the grounds and other covered defects, and files any intervening certificate amendments. Subsection (c)(2) expressly excludes a nonprofit corporation from its tax-clearance-letter requirement. Reinstatement before the third anniversary treats existence as uninterrupted, without deciding personal liability during the gap.
Nonprofit report forfeiture and revival
The Secretary of State may request a nonprofit report not more than once every four years under § 22.357. The corporation has 30 days after mailing of the request to file it under § 22.359. Section 22.358 governs the mailed request. If it does not, § 22.360 forfeits the right to conduct affairs when the Secretary of State enters the forfeiture on the record. The corporation can revive that right by filing the report and revival fee by the 120th day after the notice of forfeiture is mailed under § 22.363; § 22.361 governs the notice.
If the corporation does not revive, § 22.364 allows termination, effective when the Secretary of State enters the stated forfeiture record. § 22.365 permits reinstatement by filing the report and fee and paying the listed accrued amounts. If another corporation holds the former name, the corporation must amend its name.
What trips people up
Forfeiture of the right to conduct affairs under § 22.360 is an intermediate status, not the same event as final termination under § 22.364. While forfeited, § 22.362 bars the corporation from maintaining a Texas action but preserves its ability to defend one; it also preserves the validity of its contracts and acts. The 120-day revival clock begins with the mailed forfeiture notice, not the earlier request for a report.
Common questions
Does an ordinary nonprofit automatically owe this report every year?
No. Section 22.357(a) allows the Secretary of State to require the report no more than once every four years, and § 22.358 requires mailed notice that it is due.
Does reinstatement under the general route erase liability from the gap?
No. Section 11.253(d) says the continuity rule has no effect on personal liability of governing persons, officers, or agents during the period between termination and reinstatement.
Statutes and sources
- Tex. Bus. Orgs. Code §§ 11.251–.253, official current chapter, accessed September 28, 2026. Section 11.251(b)(1) says “before the 91st day after the date notice was mailed.”
- Tex. Bus. Orgs. Code §§ 22.357–.365, official current chapter, accessed September 28, 2026. Section 22.363(a) says “not later than the 120th day after the date of mailing of the notice of forfeiture.”
Source links
Every statute quoted above, linked, with the date we checked it.
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