How to File a Nonprofit Certificate of Formation in Texas

Starting a 501(c)(3) nonprofit in Texas is easy — and the first task is filing your Certificate of Formation. This guide will walk you through the 10 steps required to file a Certificate of Formation to officially start a nonprofit in Texas.


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Getting Started

Step 1: List Your Nonprofit’s Name

The first step to filling out your Texas Certificate of Formation is to list your nonprofit corporation’s name. If you haven’t gone through the process of establishing a name for your organization, here are the requirements for naming a nonprofit in Texas:

  • Your nonprofit’s name must be distinguishable from any other name on record within the state of Texas, including any reserved names. 
  • Your nonprofit’s name can’t imply any affiliation with the United States Olympic Committee or include the following words or phrases: “Olympic,” “Olympiad,” or “Citius Altius Fortius.”
  • Your nonprofit’s name can’t include terms that imply it’s a financial institution, such as ”bank,” “bank and trust,” or “trust company.”
  • Your nonprofit’s name can’t include any words or phrases considered grossly offensive. 
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Recommended: For a step-by-step guide to naming your nonprofit corporation in Texas, read our guide on How to Name a Nonprofit in Texas

Search the Availability of Your Name

After selecting potential names — ideally, at least four or five — it’s important to search for their availability in your state. You can do this by conducting the four recommended searches outlined below. 

Texas Taxable Entity and Tax-Exempt Entity Search

To operate in Texas, a nonprofit corporation must have a unique name. Unlike other states, Texas provides a taxable entity search tool as well as a tax-exempt entity search tool — both of which you can easily use to confirm the availability of your chosen name. 

Domain Name Search

We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don't plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.

Find a Domain Now

Federal Trademark Search

You can easily check if someone already trademarked your chosen nonprofit name by using the federal Trademark Electronic Search System. This is important even if you don’t plan to form your nonprofit right away.

Once you confirm that no one else already trademarked your chosen name, you can apply for a trademark for your nonprofit. 

Web and Social Media Search

A strong social media presence will play a key role in expanding your reach to potential donors as well as clients that will use your services. That makes it important to search the web and popular social media platforms for your desired name before registering it to ensure it’s available on all the platforms where you plan to promote your organization.

Step 2: Choose a Registered Agent

A registered agent is required to file a Certificate of Formation in Texas. Either an individual resident of Texas or a domestic or foreign entity registered to do business in the state may fill this role. A registered agent’s responsibilities include accepting and forwarding service of process documents for the corporation as well as serving as a point of contact for the entity.

Your nonprofit corporation can’t act as its own registered agent. 

Requirements for this section include:

  • Check the appropriate box to indicate if your registered agent is an individual or a business entity 
  • Provide your registered agent’s name 
  • Provide your registered agent’s business address or the address of your registered office 
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Recommended: Using an affordable registered agent service offers many benefits. For more information on choosing a registered agent service, read our full guide.

Step 3: Name Your Initial Board of Directors

Next, name your initial board of directors or check the box at the bottom of this section to indicate your nonprofit corporation will instead rely on its members for the management of its affairs.

If you choose management by directors, requirements for this section include:

  • At least three directors 
  • The name of each initial director
    • Don’t use prefixes (e.g., Mr., Mrs., or Ms.)
    • Include a suffix only for titles of lineage (e.g., Jr., Sr., or III) 
    • Don’t include a suffix for other qualifications or titles (e.g., M.D. or Ph.D.)
  • The street or mailing address of each initial director

For a complete guide to forming your nonprofit’s board of directors, read our How to Develop a Board of Directors for a Nonprofit in Texas article.

Step 4: Confirm Any Members

In Article Four, confirm whether or not your nonprofit corporation will have members. In Article Three, if you indicated members will be responsible for the management of your nonprofit corporation’s affairs, you must select the corresponding option in this section as well. 

Step 5: Describe Your Nonprofit’s Purpose

Describe your nonprofit’s purpose for forming in Article Five. To qualify for 501(c)(3) status, your nonprofit must have a purpose that includes one or more of the following characteristics: 

  • Charitable
  • Religious
  • Educational
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

Step 6: Provide Any Additional Provisions

In this section, provide any additional provisions required by the Texas Tax Code or Internal Revenue Code as a basis for granting your organization tax-exempt or tax-deductible status. This includes details on the duration of your nonprofit corporation as well as the distribution of its assets upon dissolution. 

Disclose Your Nonprofit’s Duration

Most organizers form their nonprofit corporations without a specific duration in mind. If this applies to you, then you don’t need to supply an additional provision because the state of Texas will automatically consider your nonprofit a perpetual entity. If your nonprofit has a specific end date, however, you must note that with a separate provision in this section. 

Outline the Distribution of Assets Upon Dissolution

Describe how your nonprofit corporation will distribute its assets upon dissolution. 

Distribution of assets upon dissolution must be for approved, tax-exempt purposes only. For more information about the requirements of dissolution and 501(c)(3) status, refer to the sixth section of the Internal Revenue Service’s (IRS’) suggested language for corporations and associations.

Step 7: List Your Organizer’s Information

The organizer is whoever completes and submits the Certificate of Formation. Only one organizer is required to file this document, and they must include their name plus a street or mailing address in this section.

Step 8: Choose an Effective Date for Your Filing

In this section, choose an effective date for your nonprofit’s formation documents from the following options: 

  • The formation documents will become effective upon filing.
  • The formation documents will become effective at a later date not more than 90 days past the original filing date. (If you choose this option, you also must list your delayed effective date.)
  • The formation documents will become effective on the date of a future event or fact. (If you choose this option, you also must list the 90th day after the original filing date and describe the event or fact that will cause the document to take effect.)

Step 9: Execute the Document

The organizer must sign, date, and include their printed name at the bottom of the Certificate of Formation prior to filing. 

Step 10: File Formation Documents

You can file your Texas Certificate of Formation in four ways: online, by mail, by fax, or in person.

File the Texas Certificate of Formation

OPTION 1: File Online With the Texas SOSDirect Portal

File Online

- OR -

OPTION 2: File Form 202 by Mail, by Fax, or In Person

Download Form


Fee: $25

Mailing Address:
Secretary of State 
P.O. Box 13697 
Austin, TX 78711-3697

Office Address:
James Earl Rudder Office Building 
1019 Brazos St.
Austin, TX 78701

Fax: (512) 463-5709

Frequently Asked Questions

How many board members are required for a nonprofit in Texas?

Nonprofit corporations in Texas must have at least three members on their board of directors. 

How do you form a nonprofit in Texas?

To form a nonprofit corporation in Texas, you must file a Certificate of Formation – Nonprofit Corporation with the Secretary of State by mail, in person, by fax, or online.

How do I get copies of my Certificate of Formation in Texas?

You may request copies of your Certificate of Formation in Texas in the following ways:

  • Online via the Secretary of State’s SOSDirect portal
  • By phone at 512-463-5578
  • By email at corpcert@sos.texas.gov
  • By mail at: 
    • Certifying Team, Secretary of State
      P. O. Box 13697
      Austin, TX 78711-3697

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