Application for Certificate of Authority by a Non-profit Corporation (Texas)
This form is to apply for a certificate of authority by a non-profit corporation to transact business in Texas. The form registers the name of the corporation, registered office address in Texas, the registered agent's address, and the directors'/officers' names and addresses. The form provided here is simply a sample of what the actual Form 302 looks like.
Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697
APPLICATION FOR CERTIFICATE OF AUTHORITY
BY A NON-PROFIT CORPORATION
Pursuant to the provisions of article 8.04 of the Texas Non-Profit Corporation Act, the undersigned corporation hereby applies for a certificate of authority to conduct affairs in Texas, and for that purpose submits the following statement:
1. The name of the corporation is __________________________________
2. If the corporate name is not available in Texas, then specify the name under which the corporation will qualify to conduct its affairs in Texas ______________________________
3. The federal tax identification number is ______________________________
4. The corporation is a non-profit corporation.
5. It is incorporated under the laws of ________________________________
6. The date of its incorporation is ______________ and the period of duration is ____________
7. The street address of its principal office in the state or country under the laws of which it is incorporated is ________________________________
8. The street address of it proposed registered office in Texas is (a P.O. Box is not sufficient) _____________________________ and the name of its proposed registered agent in Texas at that address is ________________________
9. The purpose or purposes which it proposes to pursue in conducting its affairs in Texas are: ___________________________________
10. The names and respective addresses of its directors are:
NAME ___________________________
ADDRESS _______________________________
11. The names and respective addresses of its officers are:
NAME ___________________________
ADDRESS (city and state) _______________________________
OFFICR _______________________________
12. You must check either A or B in this item.
____ A. The corporation has members.
____ B. The corporation does not have members.
12. This application is accompanied by a certificate issued by the secretary of state or other authorized officer of the jurisdiction of incorporation evidencing the corporate existence.
Date: _________________
_______________________________________ Name of Corporation
By: ___________________________________
Its ____________________________________ (Authorized Officer)
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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The following documents are necessary to complete the application of a non-profit corporation for a certificate of authority to conduct its affairs in Texas. All documents are to be submitted to: Secretary of State, Statutory Filings Division, Corporations Section, P.O. Box 13697, Austin, Texas 78711-3697. The delivery address is James Earl Rudder Building, 1019 Brazos, Austin, Texas 78701. We will place one document on record and return a file stamped copy, if a duplicate copy was provided for such purpose. The telephone number is (512) 463- 5555, TDD: (800) 735-2989, FAX: (512) 463-5709. E-mail inquiries may be directed to [email protected] Additional forms and information also may be obtained from our website at https://www.sos.state.tx.us.
The attached form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the application for certificate of authority.
CONTENTS OF COMPLETED APPLICATION ARE LISTED BELOW:
1. Submit two copies of the application for a certificate of authority. We will place one document on record and return a file stamped copy to you for your files. Prior to signing, please read carefully the statements set forth in the document. A person commits an offense under the Texas Business Corporation Act, the Texas Limited Liability Company Act or the Texas Non-Profit Corporation Act if the person signs a document the person knows is false in any material respect with the intent that the document be delivered to the secretary of state for filing. The offense is a Class A misdemeanor.
2. A certificate issued by the secretary of state or other authorized officer of the jurisdiction of its incorporation evidencing the corporate existence must accompany the application. The certificate must be dated within 90 days of the receipt of the application. If the certificate is in a language other than English, a translation of the certificate, under oath of the translator, must accompany the certificate.
3. The statutory fee of $25 must be submitted. Please submit a check or money order made payable to the secretary of state. The check or money order must be payable through a U.S. bank or other financial institution. Fees payable to the secretary of state may be paid with a current, valid Visa®, Discover®, or MasterCard®. Fees paid by credit card are subject to a statutorily authorized processing cost of 2.1% of the total fees.
FRANCHISE TAXES
Non-profit corporations are subject to franchise taxes. If the corporation qualifies to be exempt, an application for exemption must be made to the Comptroller of Public Accounts. Exempt Organizations Section, Austin, Texas 78774-0100. The phone number is (512) 463-4600 or (800) 252-1381. TDD: (800) 248-4099 or (512) 463-4621.
IMPORTANT INFORMATION
CORPORATE NAME (items 1 & 2): Article 1396-8.03 of the Texas Non-Profit Corporation Act and the secretary of state's name availability rules provide that a corporate name cannot be the same as, or deceptively similar to, that of any domestic or foreign corporation, limited partnership, limited liability company, or any name reservation or registration filed with the secretary of state. Therefore, the foreign corporation's name will be checked for availability upon submission of the application.
Whether the corporation's name is available for use in Texas may be determined by telephone at (512) 463-5555 or by e-mail to [email protected]/ This is only a preliminary clearance. The final decision on the name will be made when the document is submitted for filing. If the corporation's name is not available for use in this state, the corporation must obtain its certificate of authority and transact business under an assumed name. The assumed name must meet the same requirements of name availability as do corporate names. If an assumed name must be used, complete item 2 of the application with the name that the corporation elects to adopt for use in Texas. In addition, the corporation is required to file an assumed name certificate in compliance with chapter 36 of the Texas Business and Commerce Code. The assumed name certificate is to be filed with the secretary of state and with the county clerk in the county in which the registered office is located and the county in which the principal office is located. The form promulgated by the secretary of state for making the assumed name filing is form number 503. This form is not acceptable for filing in the county clerk's office.
DELAYED EFFECTIVE DATE
Under article 10.07 of the Texas Non-Profit Corporation Act, a corporation may choose to make the filing of certain documents effective as of a date within 90 days of the date of submission. This can be accomplished by stating either a future date or describing a future event within the document submitted for filing. Please refer to article 10.07 of the Texas Non-Profit Corporation Act for the specific requirements necessary for filing documents with a future effective date.