Download Texas 802 Template

How to Use Texas 802

Filling out the Texas Form 802, necessary for nonprofit corporations to maintain compliance, is straightforward but requires careful attention to detail. This form helps ensure that the state has current information on the corporation, including details about its directors and officers. Here's how to accurately complete the form:

1. Under "File Number," enter the unique number assigned to your corporation by the Secretary of State. This ensures your form is processed efficiently.
2. For "1—Corporation Name," provide the exact legal name of your nonprofit corporation. Remember, any changes to the corporation name require an amendment.
3. In "2—Jurisdictional Information," list the state or country under whose laws your corporation was formed.
4. Under "3—Registered Agent," select either option A or B to designate your registered agent. This agent acts as the corporation's legal representative in Texas. Ensure that the registered agent has agreed to this appointment.
5. "4—Registered Office Address" must be a physical location in Texas where your registered agent can be reached during business hours. This address cannot be a P.O. Box.
6. For "5—Principal Office Address," if your corporation is a foreign entity, specify the main office address, even if it's located outside of Texas.
7. "6—Directors" requires the name and address of each board member. A minimum of three directors is usually necessary. Use an attachment if more space is needed.
8. In "7—Officers," list the names, addresses, and titles of all officers. The positions of president and secretary must be filled, albeit by different individuals. Add an attachment if you run out of room.
9. Filling out the "Execution" section confirms that the person filling the form is authorized to do so and that the registered agent consents to their role. Sign and date the form here.
10. Review the "Filing Fees" section to determine the correct amount due for filing your periodic report. Include payment with your submission.
11. If any additional documentation is required (for a name change, reinstatement, etc.), make sure these forms are filled out and submitted along with Form 802.
12. Finally, remember to double-check all inserted information for completeness and accuracy before submission.

Once all parts of the form are completed, along with any requisite payment and additional forms, mail or deliver everything in duplicate to the Secretary of State's office. Upon processing, you'll receive a confirmation, ensuring your nonprofit remains in good standing. If further clarification or assistance is needed at any stage, contacting the Secretary of State's office directly is advisable.

Filling out the Texas 802 form, which is required for nonprofit corporations to periodically report on their structure and operations, involves precision and attention to detail. However, individuals often encounter common pitfalls that can lead to errors in the filing process. Acknowledging and avoiding these mistakes is crucial for ensuring the timely and accurate submission of this important document.

1. Providing Incorrect File Number: Not including the correct file number assigned by the Secretary of State can lead to processing delays. This number facilitates the efficient handling of the document.

2. Misidentifying the Corporation's Legal Name: Failing to provide the legal name of the corporation exactly as it is registered can cause confusion and may require additional documentation to rectify.

3. Inaccurate Registered Agent Information: The designation of the registered agent requires careful attention. Entering the nonprofit as its own registered agent, not obtaining consent from the chosen agent, or providing incomplete contact details are common missteps.

4. Incorrect Registered Office Address: The form stipulates that the registered office must have a physical address in Texas where the registered agent can be reached. Errors often occur when listing P.O. boxes or virtual offices instead of a valid street address.

5. Not Providing a Principal Office Address: For foreign corporations, failing to list the principal office address could lead to inadequate records for legal and communication purposes.

6. Omitting Director or Officer Details: The form requires names and addresses for all directors and officers. Common mistakes include leaving these sections incomplete or not providing sufficient detail for each member listed.

7. Duplicate Roles without Clarification: While the form allows one person to hold multiple officer roles, except the president and secretary, not clearly specifying each role an individual holds can lead to misinterpretation of the corporation’s governance structure.

8. Signature and Execution Errors: The form must be signed by someone with the proper authority within the organization. Errors in execution, such as an unauthorized person signing the document or not affirming the consent of the registered agent, can invalidate the filing.

It is crucial for nonprofit corporations to review their Texas 802 form submissions carefully, ensuring all information is accurate and complete, to avoid the complications that can arise from these common mistakes.

In managing or maintaining a nonprofit organization in Texas, the Form 802—General Information (Periodic Report – Nonprofit Corporation) serves as a fundamental requirement for periodic reporting. However, this form often works in conjunction with a variety of other documents and forms to ensure the nonprofit corporation complies with Texas state regulations and maintains its good standing. The following list highlights essential documents and forms frequently used alongside Form 802 for comprehensive compliance and operational management.

• Form 424 or Form 412: These forms are used for amending the certificate of formation or registration of the nonprofit corporation. A name change at the time of filing Form 802 requires submission of either Form 424 or 412 along with the necessary filing fee.
• Tax Clearance Letter from the Comptroller of Public Accounts: This document is crucial for nonprofits that are not tax-exempt, confirming that all franchise tax liabilities have been satisfied. It's necessary when seeking reinstatement if the corporation has been involuntarily terminated or its registration has been revoked due to non-filing.
• Form 202: For creating or modifying the registered agent or office, Form 202 is required. It ensures that the Secretary of State has current information on where legal papers can be served.
• Form 811: Though not required for reinstatement (as mentioned in the context of Form 802), Form 811 is commonly used for other tax-related filings and communications with the Texas Comptroller.
• Form 815: This form is for payment submission, providing a structured way to pay fees related to filing reports, amendments, and other necessary documentation with the Secretary of State, utilizing various payment methods.
• Certificate of Amendment: Accompanying Form 424 or 412, a certificate of amendment may also be required if the organization undergoes changes that affect its certificate of formation beyond merely a name change.
• Assumed Name Certificate (DBA): If a nonprofit chooses to operate under a name different from its legal name, it must file an Assumed Name Certificate with the county clerk’s office where the nonprofit operates, as well as with the Texas Secretary of State.
• Annual Financial Report: Though not a formal form provided by the state, an annual financial report may be required by certain donors, grantmakers, and in some cases, by state agencies overseeing specific types of nonprofits, summarizing the organization's financial activities for the year.

A thorough consideration of each document’s purpose and requirements will aid in the successful management and administration of a nonprofit corporation in Texas. Seeking guidance from a qualified attorney can also ensure that all statutory obligations are met and that the organization's good standing is maintained. Note that the timely and accurate filing of these documents is crucial for compliance, preventing possible penalties or involuntary termination.

The Form 802 for Nonprofit Corporations in Texas shares similarities with Form 401—Application for Registration of a Foreign Nonprofit Corporation. Both serve as compliance documents for nonprofit entities but cater to different statuses; Form 802 is for periodic updates of domestic or foreign nonprofits already registered in Texas, while Form 401 is specifically for foreign nonprofits seeking to establish a formal presence in the state. They require similar information about directors, officers, and the registered agent to ensure the entity is properly represented and accountable.

Form 501, Application for Reservation or Renewal of Reservation of an Entity Name, and Form 802 overlap in their relevance to entity naming. Form 501 allows organizations to reserve a name before filing Form 802 or other organizational documents, thereby helping to avoid the need for name changes that would be processed alongside the periodic report. Both forms interact with entity name considerations and the Texas Administrative Code regarding name availability and uniqueness.

Form 05-359, Tax Exemption Application (Nonprofit Corporation), filed with the Texas Comptroller, is akin to Form 802 in its necessity for nonprofit organizations operating within Texas. While Form 802 focuses on organizational details for the Secretary of State, Form 05-359 is crucial for establishing tax-exempt status. Both are essential for the legal operation of a nonprofit but address different regulatory requirements—state filings and tax regulations, respectively.

Similar to Form 802, Form 202—Certificate of Formation for a Nonprofit Corporation—is essential for entities in their initial setup phase or when structural changes are necessary. Where Form 802 provides periodic updates on the corporation's directors and officers, Form 202 is used to outline the corporation’s foundational structure, including its purpose, initial directors, and the registered agent. Both documents are pivotal at various stages of a nonprofit's lifecycle for maintaining compliance with the Texas Business Organizations Code.

Form 309—Application for Registration of a Nonprofit Association or Religious Corporation—is another document aligned with Form 802 in purpose but serves a different entity type. Nonprofit associations and religious corporations use Form 309 to register with the State, allowing them to acquire property, sue, or be sued under their organization's name. Though both forms facilitate legal recognition and operation within Texas, Form 802 is for periodic reporting while Form 309 establishes the initial registration.

Form 424, which covers Amendments to the Certificate of Formation, is connected to Form 802 through the procedural aspects of updating organizational records. Amendments that might be filed together with Form 802 include changes in corporate name or purpose, reflecting an ongoing need to keep state records current to reflect the nonprofit's status accurately. As Form 802 includes an option for name change, combining it with Form 424 allows for comprehensive updates within a single filing period.

The Statement of Change of Registered Agent/Office, unlike Form 802, specifically pertains to modifications regarding a nonprofit’s registered agent or office location. However, these changes can also be reported during the periodic reporting cycle through Form 802, suggesting a practical overlap between the two. While one is used for immediate updates, the periodic report encapsulates these among other organizational details, ensuring the state’s records are up to date.

Lastly, Form 807—Application for Reinstatement and Request to Set Aside Tax Forfeiture—and Form 802 can intersect under certain circumstances. If a nonprofit corporation fails to file Form 802 and is involuntarily dissolved due to non-compliance, Form 807 becomes necessary to reinstate its legal status. Thus, both documents are crucial in maintaining and restoring the good standing of a nonprofit in Texas, addressing compliance before and after a lapse occurs.

When filling out the Texas 802 form for a nonprofit corporation, there are several key do's and don'ts to follow:

Do:

1. Provide the exact legal name of the corporation as registered to ensure accuracy and avoid processing delays.
2. Use a business or post office box address for directors and officers if you have concerns about privacy, as this form becomes a public record.
3. Include the file number assigned by the Secretary of State to facilitate the processing of the document.
4. Ensure the registered agent has consented to serve in this capacity, even though a written consent is not required to be submitted with the form.
5. Attach additional pages if the space provided is insufficient for listing all directors and officers, ensuring all required information is included.

Don't:

1. Designate the corporation itself or a non-authorized entity as the registered agent, as this is not permissible and could invalidate your filing.
2. Forget to read the statements carefully before signing the report, as false or fraudulent submissions can result in penalties, including misdemeanors or felonies.
3. Ignore the filing fee requirements, including any additional fees for late submission or other penalties, to avoid delays or further charges.
4. Omit any required sections of the form, such as principal and registered office addresses, officer and director information, and the jurisdiction under which the corporation is formed, to ensure compliance.
5. Use the form to make unauthorized amendments to the corporation's name or structure without the proper documentation and fees for such changes.

Understanding the Form 802 for Texas nonprofit corporations involves navigating through a myriad of statutory requirements and common misunderstandings. This document, required by the Texas Business Organizations Code (BOC), is pivotal for maintaining an entity's active status and compliance. Nonetheless, misconceptions about its purpose, requirements, and implications often arise. Addressing these can help ensure that nonprofit organizations remain in good standing and avoid unnecessary penalties.

• Misconception 1: The Form 802 is Optional for Nonprofit Corporations. Many believe that filing the Form 802 is discretionary. In reality, Section 22.357 of the BOC mandates that all nonprofit corporations submit this periodic report to list their current directors and officers, making it a legal requirement, not an option.

• Misconception 2: The Form Serves as a Substitute for Legal and Tax Advice. The preamble of Form 802 clarifies that it does not serve as a substitute for professional legal and tax advice. Some may think this form offers all the direction needed for nonprofit governance and financial obligations. However, it expressly states its limitations and encourages seeking professional advice.

• Misconception 3: Personal Residence Addresses Must be Used. Privacy concerns are significant for many. A common misbelief is that directors and officers must provide their personal residence addresses on the form. Instead, the instructions allow for the use of a business or post office box address to protect individual privacy.

• Misconception 4: The Form Covers All Required Nonprofit Reporting. While Form 802 is critical, it's just one of many potential filings. Nonprofits may also need to file financial statements, amendments, or other reports to remain compliant with state and federal laws. Assuming Form 802 satisfies all reporting can lead to unintentional non-compliance.

• Misconception 5: Any Individual or Entity Can Serve as the Registered Agent. The form specifies that the registered agent must either be a domestic or foreign entity authorized to do business in Texas or an individual resident of the state. A nonprofit cannot name itself as its registered agent, a detail sometimes overlooked.

• Misconception 6: Late Filing Comes with Minimal Consequences. The consequences of not timely filing the Form 802 extend beyond nominal late fees. After notice, failure to file can result in the involuntary termination or revocation of the foreign corporation's registration to transact business in Texas, a far more severe outcome than anticipated.

• Misconception 7: The Filing Fee is Fixed. While the initial filing fee is relatively low, additional costs may accrue if the report is not filed within 30 days of the first notification. Late fees can increase the total amount due, contradicting the notion that the cost is always a flat rate.

In summary, the Texas Form 802 serves as a crucial tool for nonprofit corporations to maintain compliance with the state's regulatory requirements. By debunking common misconceptions associated with its purpose and requirements, nonprofits can better navigate the legal landscape, ensuring their continued operation and contribution to society.

Completing the Texas 802 form, a Periodic Report for Nonprofit Corporations, is an essential task for ensuring compliance with state requirements. Here are key takeaways to consider during the process:

• Understand the purpose: The Texas 802 form is designed to meet the minimal statutory filing requirements for nonprofit corporations, helping the state maintain current records of such entities.
• File on time: Nonprofit corporations are mandated by Section 22.357 of the Texas Business Organizations Code (BOC) to file a periodic report not more than once every four years. Failure to submit this report as scheduled can lead to the involuntary termination of the domestic corporation or the revocation of the foreign corporation's registration to conduct business in Texas.
• Protect your privacy: When listing addresses for directors and officers, consider using a business or post office box address instead of a residential address if privacy is a concern.
• Ensure accuracy of information: It is crucial to provide accurate and current information for the corporation, including the legal name, addresses, and details of directors and officers. Any incorrect information can lead to legal penalties, including misdemeanors or felonies for knowingly submitting false information.
• Consent is key: The designated registered agent must have consented to serve in that capacity. Though proof of consent isn't required with the submission, falsely claiming someone as a registered agent without their consent is punishable under the BOC.
• Filing fees are minimal but important: The initial filing fee for the periodic report is $5, with additional fees incurred for late filings. These fees are nominal but necessary for maintaining the corporation's good standing.
• Additional documentation may be needed: Any changes to the corporation, such as a name change, require additional forms and fees. Be prepared to supply these if your periodic report coincides with such changes.
• Method of submission: The form, along with any attachments and fees, should be submitted in duplicate to the Secretary of State. Multiple methods of payment and delivery are available, including mail, in-person delivery, and fax, accommodating different preferences for filing.

Adhering to these guidelines ensures that the filing process for the Texas 802 form is smooth and successful, keeping your nonprofit corporation in compliance with state regulations.