Registering an Out-of-State Nonprofit in Texas: Form 302 and Registered Agent Rules

Texas treats a nonprofit corporation formed anywhere else as a foreign entity, whether it was chartered in another state or in another country. Under chapter 9, any foreign corporation, whether for-profit or not, has to be registered first, ahead of its Texas activity. The Secretary of State handles nonprofits and for-profits through the same chapter but gives them separate forms and fee tiers.

The registration is called just that. The office's FAQ adds that it was previously known as a certificate of authority. Form 302 serves a foreign nonprofit corporation and also a foreign cooperative association, and the first item on it asks which of the two you are.

Registering gives the nonprofit authority to act in Texas and creates a public record of its directors, its officers and its Texas agent. It does not change the nonprofit's home-state charter, its board or its mission.

The statute does not define transacting business. In the filing office's words, the usual signs are an office or a worker in Texas, or carrying on the entity's stated work here. It will not offer legal opinions on specific situations.

For nonprofits, the office has addressed one situation directly. A nonprofit corporation that actively solicits funds in Texas may be transacting business and should register. A nonprofit whose only contacts with Texas are through interstate commerce, such as mail or telephone, or through independent contractors, is probably not transacting business. Separately, the office notes that an out-of-state nonprofit may need to be registered to take part in the state employee charitable campaign.

The statutory exceptions

The same list of sixteen exceptions in section 9.251 applies to nonprofits. Among them:

• Defending or bringing litigation or an administrative or arbitration proceeding, and settling claims
• Board and member meetings and other internal affairs
• Keeping a bank account
• Selling through an independent contractor
• Interstate commerce
• Isolated transactions completed within 30 days that are not part of a repeating series
• Owning property in Texas, real or personal, and nothing else

The list is not exclusive (section 9.252). An office or employees in Texas point toward registering, and mail or phone contact points away from it. If the answer is unclear for your organization, a Texas attorney can say.

The Secretary of State's fee for Form 302 is $25. The form, its instructions and the published fee list all show that figure, a small fraction of what Texas charges for-profit corporations, limited partnerships and LLCs. Expedite services cost extra and are optional.

You can file online in SOSPortal, the system that retired SOSDirect and SOSUpload when it launched on September 29, 2026. Paying there by ACH has no stated surcharge, while paying by card carries 25 cents plus 2.25%. Anyone filing on paper pays by check or money order and may mail or hand-deliver the form.

What the form asks for

• Whether the filer is a nonprofit corporation or a cooperative association, and its name
• A substitute name for Texas use if the real one is taken (a cooperative's name must also contain the word cooperative or an abbreviation)
• The entity's federal EIN, or a line saying it has none yet
• Where the entity was organized and the date it was formed
• The purposes the nonprofit will pursue in Texas, plus a statement that it may pursue them at home
• The date Texas activity began or will begin
• The principal office
• The Texas registered agent and registered office
• Directors (at least one) and officers (at least one), with addresses
• Whether the nonprofit corporation has members

Whoever signs does so under penalty of perjury, affirming their authority and the agent's consent. Everything listed becomes public record, so a business address is the better choice for directors and officers who value privacy.

Texas does not ask a foreign nonprofit to attach a certificate from the state where it was incorporated. What the form contains instead, at its fifth item, is the signer's own assertion that on the filing date the named entity is currently a valid entity of the stated type in its home jurisdiction. The instructions describe this as a statement, with no attachment.

One related item can cause confusion. The Comptroller's application for a Texas tax exemption asks an out-of-state organization for a file-stamped copy of its formation documents and a current certificate of existence from its home state. That request belongs to the exemption application, a different process from registering with the Secretary of State, and it does not apply to Form 302.

Section 5.201 expects a foreign nonprofit corporation to keep a registered agent and registered office inside Texas without interruption. Eligible agents are Texas-resident individuals and organizations registered or authorized here. The nonprofit itself cannot fill the role, and the person or company you name has to have consented.

For the office, Texas wants a street location where process can be served on the agent personally, so a mail-forwarding or telephone answering business alone falls short. An organization acting as agent has to keep an employee at that office during normal business hours.

Out-of-state nonprofits usually have no Texas street address, so a commercial agent is the common choice. The statement of change for a new agent or office is Form 401, and for a nonprofit it costs $5.

The name must comply with chapter 5 of the code, and an application whose name does not comply cannot be filed. The office gives preliminary opinions by phone or email, with the final decision made when the filing is processed. A nonprofit using an assumed name also files an assumed name certificate on Form 503.

Periodic report

A registered foreign nonprofit corporation does not file an annual report. Instead, the Secretary of State can request a periodic report on Form 802, not more than once every four years, and the notice is mailed to the registered agent and registered office on file. The report gives the agent, the office and the current officers and directors, and the filing fee is $5. A corporation that does not file within 30 days of the notice forfeits its right to transact business in Texas and cannot sue in Texas courts, although defending a suit remains possible and contracts keep their validity. Filing within 120 days of the forfeiture notice cures it. After that, the registration can be revoked.

This is why an accurate agent address matters: the notice goes to the agent, and a missed notice is how a registration is lost.

Franchise tax and exemption

The Form 302 instructions say nonprofit corporations are subject to the state franchise tax unless an exemption is granted. The Comptroller adds that franchise tax applies to every taxable entity regardless of nonprofit status and that an organization stays on the hook for reports until its exemption is approved. Exemption is decided by the Comptroller, on a separate application, and the Secretary of State registration does not grant it. Charitable activity can also involve the attorney general, whose Charitable Trusts section keeps its own filings.

Withdrawal

A nonprofit that stops operating in Texas files Form 608 for $5. Unlike other entity types, a foreign nonprofit corporation does not have to attach a Comptroller tax certificate.

The consequences are the same in kind as for any foreign entity, though the late fee is scaled to the nonprofit fee.

• Court access. Until it registers, a foreign nonprofit corporation may not pursue a case in a Texas court that grows out of its Texas activity (section 9.051).
• Late filing fee. Once the 90 day grace period has passed, the Secretary of State multiplies the nonprofit registration fee by the number of calendar years of unregistered activity, and a fraction of a year counts fully (section 9.054). If a nonprofit began in 2024 and registers in 2026, three calendar years are involved and the late fees total $75, on top of the filing fee itself.
• Civil penalty and injunction. Section 9.052 lets the attorney general sue for fees and taxes the nonprofit would have paid if it had registered on time, with penalties and interest, and a court can be asked to stop the nonprofit from transacting business.

Missing the registration leaves the nonprofit's contracts intact and does not stop it from defending a suit. Its directors, officers and members also are not made responsible for the organization's debts by that omission alone.

Mainstay Filing's checkout registers LLCs and corporations only. For a nonprofit, Mainstay Filing sells the registered agent. It costs $149 a year, unchanged at renewal, and the Texas address goes on your Form 302 and into the public record. Any legal papers served on the nonprofit are scanned and delivered to your account that same business day without a charge. Government mail gets scanning too, free for the first three pieces each year.

A nonprofit that already has a different agent on file can have Mainstay Filing submit the change of agent, with the state's $5 change fee passed through at cost. Preparing and filing Form 302 is left to you or your attorney. An organization may serve as agent under Texas law, and Mainstay Filing's agent is a company. Details are on the Texas registered agent page.

Mainstay Filing does not practice law. Questions about solicitation, exemption or charitable registrations belong with your attorney or accountant.