I received a notice from the Secretary of State about filing a “periodic report.” What is this report? Is this required annually? The Secretary of State is authorized to require a nonprofit corporation to file a report that provides information regarding the corporation’s registered agent and registered office, and the names and addresses of its current officers and directors. This is an informational report and is required regardless of the corporation’s tax status. The report is not requested on an annual basis; the report may be requested by the Secretary of State not more than once every four (4) years. (Sec. 22.357 BOC)
Why am I receiving notices about filing a periodic report, I am no longer an officer of this corporation? The Secretary of State sends official notices to the current registered agent and registered office address of a corporation on file with this Office. 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.
The report contains pre-printed information that is wrong (outdated), how can I change it? 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.
If the corporation needs to effect a change to its legal name, it must file a certificate of amendment with the Secretary of State. (SOS form 424)
Can I file a periodic report even if the Secretary of State has not requested one? Yes. Although a nonprofit corporation is not required to notify the Secretary of State of changes to officer/director information each time a change occurs, a nonprofit corporation can file a periodic report even if the Secretary 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.
What happens if I don’t file the periodic report? 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. 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.
If a nonprofit corporation has been involuntarily terminated or has 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 (SOS form 802) together with the maximum filing fee of $25. However, please note 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.