Forming a Nonprofit Corporation in Texas

Here are the steps to form a nonprofit corporation in Texas. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with: Title 2, Chapter 22 of the Texas Business Organizations Code (abbreviated here as "Texas Bus. Orgs. Code"). The Texas Secretary of State's page on Nonprofit Organizations and Nonprofit FAQs may also be useful.


1. Choose a business name and check for availability

  • Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
  • The Texas Secretary of State can provide a preliminary determination of business name availability. Call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to corpinfo@sos.state.tx.us.

2. Recruit and/or appoint directors

  • You must have at least three directors for your nonprofit corporation.
  • Directors do not have to reside within Texas, nor do they have to be of a certain age.


3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

  • The filing fee is $25.
  • Click here for a sample articles of incorporation.
  • Note that you will have to file a periodic report with the Office of the Secretary of State every four years after incorporation.
b. Create the bylaws
  • There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
  • You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
c. Hold an organizational meeting
d. Create a Records Book
  • You will need a records book to store important documents concerning your nonprofit corporation.

4. Get your Employer Identification Number

Whenever you hire an employee in Texas, you must inform both the IRS and the state of Texas.

a. Federal
  • Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
  • The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
b. State

5. Register with the Department of Revenue

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal
  • The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
b. State
c. Local
 

Last updated on October 3rd, 2011

   
 
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