How to Fill Out and File Texas Form 202: Certificate of Formation

Texas Form 202 is the Certificate of Formation you file with the Texas Secretary of State to create a nonprofit corporation. The filing fee is $25, and you can submit it online through SOSDirect or by mail.¹ The form is exclusively for nonprofits; for-profit corporations use Form 201.² Most of the work is straightforward, but the purpose clause deserves care if you plan to apply for 501(c)(3) status with the IRS later.

What to Have Ready Before You Start

Pulling these together first will save you from a rejected filing.

A corporate name that is distinguishable in the Secretary of State’s records from every other registered entity, foreign entity, fictitious name, or existing reservation. Designations like “Inc.” or “Corporation” are allowed but not required for nonprofits. You can check availability through the Secretary of State’s searchable database before filing.³⁴
A registered agent with a physical Texas street address where legal documents can be served during business hours. The agent can be a Texas resident or an organization authorized to do business in the state. No separate consent form gets filed with the state, but the person or entity you name must agree to serve before you list them.⁵⁶
A decision about management. If a board of directors will run the nonprofit, you need at least three directors with names and addresses. Alternatively, the corporation can be managed solely by its members.¹
A purpose statement. The Secretary of State will accept general language like “any or all lawful purposes,” but 501(c)(3) applicants need something more specific.
An organizer to sign. This can be any individual 18 or older, or a corporation or other legal entity with capacity to contract.¹

Filling Out the Form Article by Article

Article 1: Entity Name

Enter the nonprofit’s name. The form automatically designates the entity as a nonprofit corporation, so there’s no entity-type selection. The name cannot imply affiliation with a government agency or a business the corporation isn’t authorized to pursue.⁴

Article 2: Registered Agent and Office

Provide the registered agent’s name and the street address of the registered office. A P.O. Box will not work; the office must be a physical Texas location where the agent can be personally served during normal business hours.⁵ Choose Option A if the agent is an organization, or Option B if the agent is an individual Texas resident.¹

Article 3: Management

Indicate whether the corporation will be managed by a board of directors or by its members. If a board will run things, list at least three initial directors with their addresses.¹ A board is the more common structure.

Article 4: Members

State whether the corporation will have members. If it won’t, the certificate must say so. If management is vested in members (as chosen in Article 3), you also check the matching statement here.¹

Article 5: Purpose

Describe what the corporation is for. The state will accept a broad statement such as “any or all lawful purposes.”¹ If you plan to seek IRS tax exemption, that generic language almost certainly will not be enough. See the next section.

Mailing Address, Supplemental Provisions, Effective Date, and Signature

After the five articles, the form asks for the corporation’s initial mailing address, which can be a P.O. Box. A supplemental provisions area lets you add clauses the standard form doesn’t cover, such as a dissolution provision that departs from Section 22.304 of the Texas Business Organizations Code or a limited duration for the corporation.¹

The form then asks when the filing should take effect: immediately, on a specific future date up to 90 days after signing, or upon a future event. Most filers choose immediate.¹ The organizer signs at the end.

Writing the Purpose Clause if You Want 501(c)(3) Status

This is where many founders stumble. The IRS generally requires a 501(c)(3) organization’s formation documents to limit the organization to exempt purposes (charitable, educational, religious, scientific, and so on), prohibit private inurement, and include a dissolution clause directing assets to another exempt organization or a government entity on wind-up. IRS Publication 557 provides sample language.⁷

The supplemental provisions area of Form 202 is where the dissolution language and any other IRS-required clauses go. Getting this right at the start avoids a later amendment, which means another filing and another fee. Review Publication 557 before you submit if you have any doubt.

How to File and What It Costs

The filing fee is $25. Credit card payments carry an additional 2.7 percent convenience charge.¹

Online

The Secretary of State encourages electronic filing through SOSDirect or SOSUpload for faster processing.⁸ Form 202 is eligible through SOSDirect.² Do not attach the PDF form when filing online; SOSDirect has its own built-in fields, and you’ll receive evidence of processing through the portal in real time.

By Mail

Send the completed form and a $25 check or money order payable to the Secretary of State to:

Business & Public Filings Division
Office of the Texas Secretary of State
P.O. Box 13697
Austin, TX 78711⁹

Expedited Service

Certificates of formation are eligible for three tiers of expedited processing on top of the $25 filing fee:¹⁰

Standard Expedited at $50, processed within two to three business days ahead of regular submissions. Available for mail and in-person filings.
Next-Day at $500, for filings received in person by noon, processed by close of business the following business day.
Same-Day at $750, for filings received in person by noon, processed by close of business that day.

Expedited service does not guarantee acceptance; the document still has to pass the standard statutory review. Business days exclude weekends and state holidays.

What Happens After Approval

Once the Secretary of State approves the certificate, the nonprofit corporation exists as a legal entity under Texas law. You’ll receive a file-stamped copy and a permanent file number used for future filings.

Get an EIN

The corporation needs a federal Employer Identification Number from the IRS before it can open a bank account, hire employees, or file tax returns. Apply online, by fax, or by mail using Form SS-4. The IRS advises waiting until the organization is legally formed to apply, because the application starts the clock on required tax filings.¹¹ The online application returns the EIN immediately.

Adopt Bylaws and Hold an Organizational Meeting

The certificate creates the corporation; bylaws govern how it operates day to day, including meeting schedules, voting, and officer roles. Texas law expects a nonprofit to adopt bylaws. The initial board (or the organizer, if the board hasn’t been seated yet) should hold an organizational meeting to adopt bylaws, appoint officers, and authorize the corporation to open bank accounts.

Apply for Federal Tax Exemption

Form 202 creates a Texas nonprofit; it does not make the organization tax-exempt. For that, apply separately with the IRS using Form 1023 or the streamlined Form 1023-EZ.⁷ Both are filed electronically. Form 1023-EZ is available to organizations projecting annual gross receipts of $50,000 or less for each of the next three years and holding total assets of $250,000 or less.¹² The instructions list disqualifying conditions, including churches, schools, hospitals, and supporting organizations, which must use the full Form 1023 regardless of size.

Apply for Texas Tax Exemptions

After you receive the IRS determination letter, apply to the Texas Comptroller for exemption from state franchise tax and sales tax using Form AP-204 with a copy of the IRS letter. The name on the IRS letter must match the legal name on the certificate of formation.¹³ If the IRS letter is more than four years old, include a current verification letter from the IRS.

Staying in Good Standing

Every Texas entity, including nonprofits, must file a franchise tax report with the Texas Comptroller each year by May 15. If May 15 falls on a weekend or holiday, the deadline moves to the next business day.¹⁴

For the 2026 report year, entities with total revenue at or below $2,650,000 owe no franchise tax, but they still must file a Public Information Report or Ownership Report to remain current.¹⁴ Most small nonprofits sit well below that threshold, but skipping the filing when no tax is owed can lead the Comptroller to forfeit the corporation’s right to transact business in Texas.

The corporation must also keep a registered agent at a valid Texas street address at all times. If the agent or address changes, file an updated notice with the Secretary of State. Letting the agent lapse can cause the corporation to miss legal notices and fall out of compliance.⁶

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Office of the Texas Secretary of State. Form 202 — Instructions for Certificate of Formation – Nonprofit Corporation
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Office of the Texas Secretary of State. Business and Nonprofit Forms
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Office of the Texas Secretary of State. Name Filings FAQs
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Texas Secretary of State. Form 202 – Certificate of Formation – Nonprofit Corporation
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Office of the Texas Secretary of State. Registered Agents
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Office of the Texas Secretary of State. Registered Agents FAQs
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Internal Revenue Service. About Form 1023, Application for Recognition of Exemption Under Section 501(c)(3)
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Office of the Texas Secretary of State. Filing Options
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Office of the Texas Secretary of State. Contact the Corporations Section
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Office of the Texas Secretary of State. Texas Express Expedited Business Filings
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Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization
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Internal Revenue Service. Instructions for Form 1023-EZ
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Texas Comptroller of Public Accounts. 501(c)(3), (4), (8), (10) or (19)
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Texas Comptroller of Public Accounts. Franchise Tax