Start a nonprofit · Texas
How to Start a Nonprofit in Texas
Starting a nonprofit in Texas involves three separate agencies. The Texas Secretary of State creates the corporation, the IRS decides whether it qualifies as a 501(c)(3), and the Texas Comptroller decides whether it is exempt from Texas franchise tax and sales tax. Each agency has its own form, and none of them does another agency's job.
Every fee and rule on this page was checked against the agency's own publication on November 8, 2026. Sources are linked under each item.
At a glance
The Texas requirements in one table.
| Type of entity | A Texas nonprofit corporation, created by filing a certificate of formation (Form 202) with the Secretary of State. Sources: SOS nonprofit FAQs, Form 202 |
|---|---|
| State filing fee | $25 for Form 202. A later amendment to the certificate also costs $25. Sources: SOS fee schedule |
| Minimum board | Three directors, plus a president and a secretary. The same person cannot hold both offices. Sources: SOS nonprofit FAQs |
| Members | A Texas nonprofit corporation is presumed to have members. To have none, the certificate must say so. Sources: SOS nonprofit FAQs |
| Federal exemption | Form 1023 ($600) or Form 1023-EZ ($275), filed electronically on Pay.gov. Sources: IRS fee page, IRS e-filing notice |
| State tax exemption | Form AP-204 to the Texas Comptroller, with the IRS determination letter. It is not automatic. Sources: Comptroller guidelines, Form AP-204 |
| Annual state report | None every year. The Secretary of State can request a periodic report, no more than once every four years. Sources: SOS nonprofit FAQs |
| Charitable solicitation registration | Required only for certain categories: law enforcement related organizations that solicit by telephone, public safety organizations and veterans organizations. Sources: Attorney General |
| Form 990 with the state | Generally not required with the Texas Attorney General or the Secretary of State. Sources: SOS nonprofit FAQs |
The steps
Seven steps, in the order they happen.
Check the name and the purpose.
A Texas nonprofit corporation is created by filing a certificate of formation, the document that brings the legal entity into existence, with the Secretary of State. The corporation may be formed for any lawful purpose, and that purpose must be stated in the certificate.
The name must be distinguishable in the Secretary of State's records from the names of existing Texas entities. Search SOSPortal before the name goes on a website, a logo or a stack of letterhead.
Sources: SOS nonprofit FAQs, SOSPortal
Decide whether the corporation will have members.
Texas presumes that a nonprofit corporation has members unless the certificate says otherwise. A member, under the Texas Business Organizations Code, is a person who holds membership rights under the corporation's governing documents. That is a legal role with real voting rights, similar to a shareholder's, and it differs from the everyday fundraising use of the word for a supporter or a donor.
If you want the board to govern without a membership, the certificate of formation must state that the corporation has no members.
Sources: SOS nonprofit FAQs
Recruit the board before you file.
Texas requires at least three directors, one president and one secretary. One person cannot be the only director and officer, and the same person cannot serve as both president and secretary. Directors and officers must be natural persons, meaning real people and not companies, although officers may be known by other titles.
Three is the legal floor. The people on the board are also the ones who will govern, sign and answer for the organization, so the choice deserves more thought than the minimum suggests.
Sources: SOS nonprofit FAQs
File Form 202 with the Secretary of State.
The filing fee is $25. The form can be filed online through SOSPortal or by mail, using Form 202.
One caution comes from the Secretary of State itself: Form 202 meets the minimum requirements of Texas law but does not include the additional statements the IRS may require for 501(c)(3) status. Those usually include a purpose clause limited to charitable activity and a dissolution clause, which says that if the organization closes, its remaining assets go to another tax-exempt organization. Writing them into the certificate before you file avoids an amendment later, and an amendment costs $25 in state fees.
Sources: SOS fee schedule, Form 202, SOS nonprofit FAQs
Adopt bylaws and obtain an EIN.
Bylaws are the internal rules for how the board meets, votes and replaces its members. Adopt them at the first board meeting and keep the minutes of that meeting. An EIN, the employer identification number the IRS assigns to an organization, is needed to open a bank account in the organization's name and to complete the federal application.
Apply to the IRS for 501(c)(3) status.
Forming a Texas nonprofit corporation does not make it tax-exempt. The Secretary of State says so directly: exemption requires separate applications to the IRS and to the Texas Comptroller.
The federal application is Form 1023, with a $600 user fee, or the shorter Form 1023-EZ, with a $275 user fee, for smaller organizations that pass the eligibility worksheet in the form instructions. Both are filed electronically on Pay.gov, and the IRS returns paper applications. The IRS notes that these amounts are subject to change. The IRS answers with a determination letter, the written ruling that recognizes your exemption.
Sources: SOS nonprofit FAQs, IRS fee page, IRS e-filing notice
Apply to the Texas Comptroller for state tax exemption.
Federal exemption does not carry over automatically. To be exempt from Texas franchise tax, the state tax on entities doing business in Texas, and to buy goods and services for exempt purposes without paying Texas sales tax, a 501(c)(3) applies to the Comptroller on Form AP-204 with a copy of the IRS determination letter.
The name on the IRS letter must match the legal name on the certificate of formation. If the letter is more than four years old, the Comptroller asks for a current verification letter from the IRS.
Until the Comptroller grants the exemption, the corporation must file franchise tax reports and public information reports with payment. The Comptroller warns that failing to do so leads to loss of corporate privileges and forfeiture of the charter by the Secretary of State. The exemption does not cover hotel occupancy tax, and an exempt organization must still collect sales tax on most of what it sells.
Sources: Comptroller guidelines, Form AP-204
What you may not need
Filings that do not apply to most Texas nonprofits.
Several filings that founders expect do not apply to most Texas nonprofits. Knowing which ones saves money and avoids paying a service for paperwork nobody asked for.
Charitable solicitation registration.
Texas requires registration only for certain categories: law enforcement related charitable organizations that solicit by telephone, public safety organizations and veterans organizations, along with their solicitors. Registration, where it applies, does not imply state approval of the organization. A nonprofit outside those categories does not need to register with the Attorney General to solicit donations, but soliciting donors in other states can trigger registration there, so check each state before a campaign. Confirm your own situation with the Attorney General's Charitable Trusts section before you launch.
Sources: Attorney General
An annual report to the Secretary of State.
A Texas nonprofit corporation must file an informational report no more than once every four years, and only when the Secretary of State requests it. The report lists the registered agent, the registered office, and the names and addresses of officers and directors. If the corporation does not file within 30 days of the request, it forfeits its right to transact business in Texas. It can cure the forfeiture by filing within 120 days of the notice of forfeiture. If it does not file within that window, the Secretary of State terminates the corporation.
Sources: SOS nonprofit FAQs
Form 990 with the state.
Nonprofit corporations are generally not required to file Form 990, the annual information return the IRS requires of most tax-exempt organizations, with the Texas Attorney General or the Secretary of State. Private foundations that file Form 990-PF must submit a copy to certain state attorneys general.
Sources: SOS nonprofit FAQs
After you form
Staying in good standing.
Two habits keep a Texas nonprofit in good standing after formation.
Keep the registered agent and office current.
The Secretary of State sends official notices, including a periodic report request, to the corporation's registered agent and registered office. A notice sent to an address nobody monitors still starts the 30-day clock.
Sources: SOS nonprofit FAQs
Tell the Comptroller when the purpose changes.
An exempt organization must notify the Comptroller in writing right away if a change in its purpose or activities means it no longer qualifies. If the federal exemption is revoked, the organization must send the Comptroller a copy of the IRS documentation.
Sources: Comptroller guidelines
Common questions
Quick answers.
How much does it cost to start a nonprofit in Texas?
The government fees are $25 to the Texas Secretary of State plus the IRS user fee, which is $275 for Form 1023-EZ or $600 for Form 1023. That totals $300 or $625 as of the date this page was verified. The total leaves out optional costs such as a name reservation, a commercial registered agent or an attorney.
Can one person start a nonprofit in Texas alone?
No. Texas requires at least three directors, one president and one secretary, and the same person cannot hold the president and secretary offices.
Is a Texas nonprofit corporation automatically tax-exempt?
No. Exemption requires separate applications to the IRS for federal status and to the Texas Comptroller for state franchise and sales tax.
Do I need to register to raise money in Texas?
Only certain categories must register: law enforcement related organizations that solicit by telephone, public safety organizations and veterans organizations. Check with the Attorney General's Charitable Trusts section for your situation.
Can a Texas nonprofit pay salaries?
Yes. A nonprofit corporation may pay reasonable compensation for services rendered, and the Secretary of State does not decide what counts as reasonable.
After the filing
What comes next for a Texas nonprofit.
The state filing is the short part. These are the next four jobs, and the book that handles each.
- Book I
Get the federal application and first-year budget right
The name, bylaws, the IRS application, a founding board and a first-year budget that balances.
- Book X
Start from finished documents
Forty annotated documents, including bylaws, budgets, policies, job descriptions and board papers, as editable Word files.
- Book VII
Build the board on purpose
What a board is for, recruiting for the skills you lack, working with the chair and running meetings that reach decisions.
- Book VIII
Stay in good standing
Charitable solicitation registration, operating in a second state, insurance and annual filings.
The complete set
All ten books and forty documents, $149.
All ten books in PDF and EPUB, plus the forty documents from Book X as editable Word files. The books are not sold separately.
Free when you join the list
Every Document a New Nonprofit Needs
Articles, bylaws, minutes, the exemption application, the policies and the filings: the whole sequence a new organization has to produce, in the order it arrives.
Sources
Where each figure comes from.
- Texas Secretary of State, Nonprofit Organizations FAQs
- Texas Secretary of State, Business Organizations fee schedule (Form 806)
- Texas Secretary of State, Form 202, Certificate of Formation for a Nonprofit Corporation
- Texas Secretary of State, SOSPortal business filings
- Texas Comptroller, Guidelines to Texas Tax Exemptions (publication 96-1045, January 2026)
- Texas Comptroller, Form AP-204, Application for Exemption, Federal and All Others
- Texas Attorney General, Charitable Trusts: registration and filings
- IRS, Form 1023 and 1023-EZ: amount of user fee
- IRS, Changes to the exempt organization determinations process
Last verified November 8, 2026. Fees and rules change, so confirm with the agency before you file. This page is general information and not legal or tax advice.