Nonprofit Corporation Formation Filing in Texas
At a glance
| Governing act and filing office | Business Organizations Code chs. 3–5 and 22; secretary of state (§§ 3.001, 4.001, 22.001) |
|---|---|
| Incorporator and filing document | Any person with capacity to contract may organize; file certificate of formation (§§ 3.001, .004) |
| Name and purpose | Certificate states name and purpose, which may be any lawful purpose; name generally distinguishable, nonprofit need not use corporate suffix (§§ 3.005, 5.053–.054, 22.051) |
| Member and entity-type statement | State nonprofit entity type; say if no members and if members manage; membership class details may be in certificate or bylaws (§§ 3.005, .009, 22.151) |
| Initial directors and selection | If board-managed, state initial director count, names and addresses; at least 3 directors; later selection method may be in certificate or bylaws (§§ 3.009, 22.204–.206) |
| Registered office and agent | State initial registered-office street address, agent name, and initial mailing address; agent must meet Texas eligibility and office rules (§§ 3.005, 5.201) |
| Signatures and agent acceptance | Each organizer signs; agent consents in prescribed written/electronic form; organizer designation affirms consent (§§ 3.004, 5.201–.2011) |
| Filing fee | $25 for nonprofit certificate of formation (§ 4.153(1)) |
| When existence begins | Existence begins when filing takes effect; default on filing; express delayed date/time or future event, no later than 90 days after signing (§§ 3.001, 4.051–.055) |
Requirements one by one
Certificate and name
Under § 3.001(a), a filing entity forms by filing a certificate of formation that meets the Code's content rules. The secretary of state accepts a conforming filing and assigns a date under § 4.002(a). § 3.005(a) calls for the entity's name and type, purpose, registered-office street address and agent, initial mailing address, and each organizer's name and address. A nonprofit may state any lawful purpose under § 3.005(a)(3) and § 22.051. The name generally must be distinguishable in the secretary of state's records (§ 5.053(a)). § 5.054(b) exempts nonprofit corporations from the corporate-word requirement in subsection (a).
Members and first directors
§ 3.009 adds a statement when the corporation will have no members, and another when members will manage its affairs. Under § 22.151, a corporation may have members or none; class designation, selection method, qualifications, and rights may appear in the certificate or bylaws. The board manages by default under §§ 22.201–.202. For a board-managed corporation, § 3.009(3) requires the initial director count, names, and addresses; § 22.205 separately requires the initial director names in the certificate. § 22.204(a) sets a minimum of three directors; § 22.206 lets the certificate or bylaws prescribe later director selection, with board election as the fallback.
Agent, signature, and filing
§ 5.201(b) allows a consenting Texas-resident individual or an authorized organization other than the corporation to serve as registered agent, with a matching business-office address. § 5.201(c) requires a street address where process can be personally served. Each organizer signs the certificate under § 3.004(b). By § 5.2011(a), designating an agent affirms the organizer has that person's consent; § 5.201(b)(2) calls for consent in the secretary of state's prescribed written or electronic form. § 4.001(a) sends the filing to the secretary of state. The nonprofit certificate filing fee is $25 under § 4.153(1).
When the corporation exists
§ 3.001(c) starts existence when the certificate filing takes effect. § 4.051 makes filing the default effective event. § 4.052 and § 4.053 permit an express later date or time or a future event, but set the outside date at the 90th day after signing. If effectiveness depends on a future event, § 4.055 requires a subsequent statement confirming the event within 90 days after filing.
What trips people up
The certificate includes an initial mailing address under § 3.005(a)(6), separate from the initial registered-office street address under subsection (5). It also must state any nondefault winding-up asset-distribution method under § 3.009(4). A delayed effective filing can require both the certificate's express condition under § 4.053(a) and the later event statement under § 4.055.
Common questions
Does the nonprofit name need “Inc.”?
§ 5.054(b) exempts nonprofits from the corporate-word rule in subsection (a). The distinguishability rule in § 5.053(a) still applies.
Can members run the corporation directly?
Yes. Under § 22.202(a), the certificate may vest management in the members; § 3.009(2)–(3) then requires the corresponding member-management statement instead of initial board details if management is vested solely in members.
Statutes and sources
- Tex. Bus. Orgs. Code ch. 3 — certificate and nonprofit supplements; accessed October 1, 2026.
- Tex. Bus. Orgs. Code ch. 4 — filing, fee, and effective date; accessed October 1, 2026.
- Tex. Bus. Orgs. Code ch. 5 — name and registered agent; accessed October 1, 2026.
- Tex. Bus. Orgs. Code ch. 22 — nonprofit purpose, members, and directors; accessed October 1, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
What does Texas law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Texas law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace