Nonprofit Organizations
Nonprofit Corporations: Not all non-profit organizations are filed with the Secretary of State. Many, but not all, non-profit organizations chose to incorporate. A nonprofit corporation is created by filing a certificate of formation with the secretary of state in accordance with the Texas Business Organizations Code ("BOC"). "Nonprofit corporation" means a corporation no part of the income of which is distributable to members, directors, or officers [BOC, Section 22.001(5)]. A nonprofit corporation may be created for any lawful purpose, or purposes permitted by the BOC. Not all nonprofit corporations are entitled to exemption from state or federal taxes.
Unincorporated Nonprofit Associations: Section 252.001 of the BOC defines an unincorporated nonprofit association as an unincorporated organization consisting of three or more members joined by mutual consent for a common, nonprofit purpose. All unincorporated nonprofit associations, whether or not the entities are tax exempt, are subject to the provisions of the Uniform Unincorporated Nonprofit Association Act, Chapter 252 of the BOC. The Act addresses a limited number of major issues relating to nonprofit associations; namely, the authority of the nonprofit association to acquire, hold and transfer property in its own name; the authority to sue and be sued as a separate legal entity; and the contract and tort liability of an association's officers and its members. If you need further information regarding these provisions or how they might affect your association, you should contact your own legal counsel.
An unincorporated nonprofit association may, but is not required to, file with the secretary of state a statement appointing an agent authorized to receive service of process on behalf of the nonprofit association. The filing of the statement does not represent the creation of the nonprofit association; it simply provides a method for a nonprofit association to receive notice of any lawsuit brought against it.
SOS Forms for nonprofit corporations and unincorporated nonprofit associations
Note: Free software such as Adobe® Acrobat Reader 6.0 or higher may be required in order to view the PDF files included in this section.
Exempt Organizations
- Internal Revenue Service: Federal tax information for Charities & Other Non-Profits.
- If you intend to apply for IRS federal tax exemption as a charitable organization, your certificate of formation must contain a required purposed clause and a dissolution of assets provision. Valuable information on 501(c)(3) qualification is on the IRS web site. It includes sample articles of incorporation (certificate of formation). Click the "Charities and Nonprofits" link and then the Life Cycle of a Public Charity link.
- IRS Publication 557 tax exempt status for your organization.
- IRS Form 1023 application for recognition of exemption.
- IRS instructions for form 1023.
- Form 990, Return of Organization Exempt from Income Tax
- The IRS provides workshops online.
- Comptroller of Public Accounts: Information on exemption from state taxation.
Texas Nonprofit Resources
- Texas Nonprofit Management Assistance Network: An association of providers identifying and meeting the needs of Texas NonProfits.
- Texas Business Advisor: The Texas Business Advisor provides links to various sites that may be of assistance to non-profit associations.
- Charitable Trust Section of the Office of the Attorney General
- Texas C-BAR: Community Building with Attorney Resources provides free legal assistance to Texas non-profit organizations.
- OneStar Foundation - OneStar promotes service and volunteerism, forges effective public and private partnerships, and works to increase the performance of non-profit organizations.