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Fill Your Texas 802 Form

The Texas 802 form is a periodic report required for nonprofit corporations operating in Texas. This form gathers essential information about the corporation's directors, officers, and registered agent, ensuring compliance with state regulations. It is crucial for nonprofits to complete this form accurately to avoid penalties, including potential termination of their corporate status.

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Dos and Don'ts

When filling out the Texas 802 form, consider the following dos and don’ts:

  • Do provide the legal name of the corporation exactly as it appears in your formation documents.
  • Do ensure that the registered office address is a physical location where the registered agent can be reached during business hours.
  • Do include the names and addresses of at least three directors to comply with state requirements.
  • Do check that the registered agent has consented to serve in that capacity before submitting the form.
  • Don’t use a P.O. box as the registered office address; it must be a street address.
  • Don’t list the corporation itself as its own registered agent.
  • Don’t forget to sign the form; an unsigned form may be rejected.
  • Don’t submit the form without verifying that all information is accurate and complete.

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: tax.help@cpa.state.tx.us 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: corpinfo@sos.state.tx.us

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

More PDF Templates

Documents used along the form

The Texas 802 form is a crucial document for nonprofit corporations, serving as a periodic report that provides essential information about the organization. Alongside this form, several other documents may be required to ensure compliance with state regulations. Below is a list of these forms and documents, each accompanied by a brief description.

  • Form 424 - Certificate of Amendment: This form is used to amend the certificate of formation for a nonprofit corporation, such as changing the corporation's name or addressing other significant changes.
  • Form 412 - Certificate of Amendment for Foreign Entities: Similar to Form 424, this document is specifically for foreign nonprofit corporations wishing to amend their registration in Texas.
  • Form 815 - Credit Card Payment Authorization: This form allows organizations to pay filing fees using a credit card. It must accompany any submissions that require payment via credit card.
  • Tax Clearance Letter: This letter from the Texas Comptroller of Public Accounts confirms that the nonprofit has met all franchise tax obligations, which is necessary for reinstatement if the organization has been revoked.
  • Registered Agent Consent Form: Although not always required to be submitted, this document shows that the designated registered agent has agreed to serve in that capacity.
  • Form 801 - Certificate of Formation: This form is used to create a nonprofit corporation in Texas. It outlines the basic structure and purpose of the organization.
  • Form 802 - Periodic Report: This is the main document being discussed, which provides updated information about the corporation's directors and officers.
  • Form 803 - Certificate of Dissolution: If a nonprofit corporation decides to cease operations, this form is used to formally dissolve the organization and terminate its existence.
  • Form 804 - Certificate of Merger: This document is necessary when two or more nonprofit corporations merge into one, detailing the terms of the merger.

Understanding these forms and their purposes is essential for maintaining compliance and ensuring the smooth operation of a nonprofit corporation in Texas. Proper documentation not only fulfills legal requirements but also helps foster transparency and accountability within the organization.

Common mistakes

Filling out the Texas 802 form can seem straightforward, but many people make mistakes that can lead to delays or even penalties. One common error is failing to provide the correct file number. This number is essential for processing the document efficiently. Without it, the Secretary of State may struggle to locate the corporation’s records, which can result in unnecessary complications.

Another frequent mistake involves the corporation name. Individuals often forget to provide the legal name exactly as it appears in the certificate of formation. If there have been any changes to the name, an amendment is required. Omitting this detail can lead to rejection of the form or additional paperwork.

Many people also overlook the registered agent section. It is crucial to ensure that the registered agent is not the corporation itself. Providing an entity name in this section is a common error. Additionally, the registered agent must have consented to serve in that role, yet this consent does not need to be submitted with the form. Ignoring this can lead to legal issues later on.

Providing an incorrect registered office address is another mistake that can cause problems. The address must be a physical location where the registered agent can receive legal documents. It cannot simply be a mailbox or a service address. Ensuring the address is accurate and compliant with the requirements is vital to avoid complications.

When listing the directors and officers, some individuals fail to include all required names and addresses. A minimum of three directors is necessary, and the details for each officer must be complete. If there is not enough space on the form, it is acceptable to attach additional information. Missing this can lead to delays in processing.

Lastly, individuals sometimes forget to sign the form. The execution section requires the signature of an authorized officer. This step is crucial, as submitting an unsigned document can result in rejection. It is essential to double-check that all information is accurate and complete before submission to ensure a smooth filing process.

Misconceptions

  • Misconception 1: The Texas 802 form is optional for nonprofit corporations.
  • This is not true. Nonprofit corporations are required by law to file this periodic report to maintain their status. Failure to do so can lead to serious consequences, including involuntary termination of the corporation.

  • Misconception 2: Only domestic nonprofit corporations need to file the Texas 802 form.
  • In reality, both domestic and foreign nonprofit corporations registered to do business in Texas must file this report. This ensures that all entities operating within the state are compliant with local regulations.

  • Misconception 3: The information provided in the Texas 802 form is confidential.
  • On the contrary, the information submitted becomes a public record. This means anyone can access the details about the directors and officers listed in the report.

  • Misconception 4: The Texas 802 form can be filed anytime without penalties.
  • This is misleading. There are specific deadlines for filing. If a corporation misses the deadline, it may face penalties, including late fees or even revocation of its registration.

  • Misconception 5: A corporation can serve as its own registered agent.
  • This is incorrect. The law stipulates that a corporation cannot act as its own registered agent. It must designate either an individual resident or another registered entity in Texas.

  • Misconception 6: The Texas 802 form must be notarized before submission.
  • Many believe this to be a requirement, but it is not true. While the form must be signed by an authorized person, notarization is not necessary for the filing.

  • Misconception 7: There is no fee associated with filing the Texas 802 form.
  • This is a common misunderstanding. There is a filing fee of $5 for submitting the periodic report. Additional fees may apply if the filing is late or if other amendments are required.

Key takeaways

When filling out and using the Texas 802 form, there are several important points to keep in mind:

  • Periodic Reporting Requirement: Nonprofit corporations in Texas must file a periodic report every four years, listing all directors and officers. Failure to file can lead to involuntary termination of the corporation.
  • Accurate Information: Ensure that all names, addresses, and titles are correct. A minimum of three directors is required, and the corporation must have a president and a secretary among its officers.
  • Registered Agent Details: The registered agent must be a designated individual or entity who has consented to serve in this role. The corporation cannot act as its own registered agent.
  • Filing Fees and Payment Methods: The filing fee for the report is $5. Various payment methods are accepted, including checks, credit cards, and legal accounts. Make sure to submit the form in duplicate to ensure proper processing.

File Characteristics

Fact Name Details
Purpose The Texas 802 form is used for filing a periodic report for nonprofit corporations.
Governing Law This form is governed by Section 22.357 of the Texas Business Organizations Code (BOC).
Filing Frequency Nonprofit corporations must file this report at least once every four years.
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 can be accessed by the public.
Registered Agent Requirements The registered agent must consent to serve and cannot be the corporation itself.
Filing Fees The standard filing fee is $5, with additional late fees applicable if filing is delayed.
Directors and Officers Reports must include names and addresses of at least three directors and required officers.
Execution Requirement The report must be signed by an authorized person, confirming the accuracy of the information provided.
Payment Methods Accepted payment methods include checks, credit cards, and funded accounts.

How to Use Texas 802

Filling out the Texas 802 form requires careful attention to detail. This form is essential for nonprofit corporations to maintain their good standing. Follow the steps below to complete the form accurately.

  1. Gather Required Information: Collect the necessary details about your corporation, including names and addresses of directors and officers.
  2. File Number: Enter the file number assigned by the Secretary of State, if available.
  3. Corporation Name: Provide the legal name of the corporation. Ensure it matches the name on file.
  4. Jurisdictional Information: Indicate the state or jurisdiction where the corporation is formed.
  5. Registered Agent: Specify the name of the registered agent. Choose either a domestic or foreign entity registered in Texas, or an individual resident of Texas. Do not name the corporation itself as the registered agent.
  6. Registered Office Address: Provide the street address for the registered office, ensuring it is a physical location where the registered agent can be served.
  7. Principal Office Address: If the corporation is foreign, enter the address of its principal office in its home state or country.
  8. Directors: List the names and addresses of at least three directors. If more space is needed, attach additional information.
  9. Officers: Include the names, addresses, and titles of all officers. Ensure that there is a president and a secretary listed.
  10. Execution: Sign the form as an authorized officer of the corporation, affirming that the registered agent has consented to their appointment.
  11. Filing Fees: Prepare the $5 filing fee. If applicable, include any late fees.
  12. Submit the Form: Send the completed form and payment to the Secretary of State's Reports Unit, either by mail or in person.

After submitting the form, the Secretary of State will process it and return a file-stamped copy. Keep this for your records. If you have questions during the process, assistance is available from the Secretary of State's office.