I received a notice from the secretary of state about filing a “periodic report.” What is this report? Is this required annually?
A nonprofit corporation is required by law to file an informational report not more than once every four years upon request by the secretary of state. The report provides information regarding the corporation’s registered agent and registered office, and the names and addresses of its current officers and directors, and is required regardless of the corporation’s tax status. BOC § 22.357.
Once requested, the report must be completed and filed with the secretary of state to avoid involuntary termination of a domestic corporation or revocation of the registration of a foreign corporation. BOC § 22.364.
Why am I receiving notices about filing a periodic report? I am no longer affiliated with this corporation.
The secretary of state sends official notices to the corporation through the current registered agent and registered office address. If a periodic report notice was addressed to you, it is because your name and address appear as the corporation’s registered agent and registered office and the corporation has not designated or appointed a new registered agent.
Although you cannot change the entity’s name, file number, or jurisdiction of formation, you can change or update the following pre-printed information on the report by simply crossing it out and filling in the correct information:
- The registered agent name;
- The registered office address; and
- The names, addresses, and titles of persons named as officers and directors of the corporation.
To change its legal name, the corporation must file a certificate of amendment with the secretary of state or an amendment to its registration. See Form 424 (Word 126kb, PDF 100kb) or Form 406 (Word 100kb, PDF 298kb), as applicable.
Yes. Although a nonprofit corporation is not required to notify the secretary of state of changes to officer or director information at the time of the change, a nonprofit corporation may file a periodic report even if the secretary of state has not asked for one. However, filing a voluntary report does not affect your duty to timely file a report when one is requested by the secretary of state.
A nonprofit corporation that fails to file the periodic report within 30 days from the date that the report is sent by the secretary of state forfeits its right to transact business in Texas. BOC § 22.360. A nonprofit corporation that has forfeited its right to transact business cannot maintain any action, suit, or proceeding in any Texas court; however, the corporation may still defend any action or suit. The forfeiture does not impair the validity of any contract. The corporation may relieve itself of the forfeiture by simply filing the periodic report within 120 days of the date of mailing of the notice of forfeiture. If the corporation fails to file the report within this 120-day period, the secretary of state will involuntarily terminate the existence of the Texas nonprofit corporation or revoke the foreign nonprofit corporation’s registration to transact business in Texas, as applicable. BOC § 22.364.
If a nonprofit corporation has been involuntarily terminated or had its registration revoked for failure to file its periodic report, can it be reinstated?
Yes. So long as the entity would otherwise continue to exist, the entity can reinstate at any time by filing the required report together with the maximum filing fee of $25. See Form 802 (Word 131kb, PDF 110kb). Please note, however, that the secretary of state must determine whether the corporation’s name is still available before the required periodic report can be filed and the entity reinstated. Consequently, additional filings and fees may need to be submitted together with the periodic report when the name of the corporation is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration on file with the secretary of state.
Is a nonprofit entity formed under a special statute—such as an electric cooperative formed under the Texas Utilities Code—required to file a periodic report?
Yes. The Texas Business Organizations Code (the “Code”) provides that a nonprofit corporation created under a special statue is subject to Title 1 and Chapter 22 of the Code, to the extent not inconsistent with the special statute.