Section 22.357 of the Texas Business Organizations Code requires all nonprofit corporations to file a periodic report that lists the names and addresses of all directors and officers of the corporation “not more than once every four years.” The failure to file this report can result in involuntary termination of the organization.
The Secretary of State’s Office will provide notice to the registered agent when the report is due. If this report is not filed within 120 days of the second notice of its due date, you can still submit it along with a filing fee of $25 to be considered for reinstatement.
The report, Form 802, is relatively easy to complete and you can find it, along with filing instructions, here. You can submit it online or print and mail a hard copy, along with a fee of $5. (If you file a hard copy, don’t forget to include a duplicate copy so that it will be returned for your records.)
If you are not sure whether your organization has filed a periodic report within the last four years, you can check the Texas Secretary of State’s records online at SOSDirect. You will be required to pay a small fee to conduct the search.
If you did not receive notice that your report was due, you may need to update your registered agent and/or registered office address with the Secretary of State. (You can also check this information through SOSDirect.) The registered agent and/or address can be updated on the periodic report when filed or separately through Form 408, Change by Registered Agent to Name or Address, which can be found here.
If you have questions about the Periodic Report or how to change your registered agent, you can call the Secretary of State Reports Unit directly at 512-475-2705. I would also be happy to answer any questions at suzanne@ktb.org!
Blog Post Written by Suzanne Kho, Executive Director of KTB.
