Articles of Incorporation for a non-profit corporation (Texas)
This form is to incorporate a non-profit corporation in Texas. The form registers the name of the corporation, registered agent and address, and the initial board of directors. The form provided here is simply a sample of what the actual Form 202 looks like.
Articles of Incorporation
Pursuant to Article 3.02
Texas Non-Profit Corporation Act
Article 1 - Corporate Name
The corporation formed is a non-profit corporation. The name of the corporation is as set forth below:
____________________________________
The name must not be the same as, deceptively similar to or similar to that of an existing corporate, limited liability company, or limited partnership name on file with the secretary of state. A preliminary check for "name availability" is recommended.
Article 2 - Registered Agent and Office (Select and complete either A or B and complete C)
___ A. The initial registered agent is a corporation (cannot be corporation named above) by the name of:
OR
___ B. The initial registered agent is an individual resident of the state whose name is set forth below:
First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
C. The business address of the registered agent and the registered office address is:
Street Address ____________________________
City ____________________________
TX
Zip Code ____________________________
Article 3 - Management (Complete items A or B)
A. ___ Management of the affairs of the corporation is to be vested in the members of the corporation.
OR
B. ___ Management of the affairs of the corporation is to be vested in its board of directors. The number of directors, which must be a minimum of three, that constitutes the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified are set forth below:
Director 1: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 2: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Director 3: First Name ___________________________
M.I. __________
Last Name ___________________________
Suffix _____________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Article 4 - Organizational Structure (You must select either A or B below.)
___ A: The corporation will have members.
___ B: The corporation will not have members.
Article 5 - Duration
The period of duration is perpetual.
Article 6 - Purpose
The corporation is organized for the following purpose or purposes:
Supplemental Provisions/Information
Incorporator
The name and address of the incorporator is set forth below.
Name ___________________________
Street Address ____________________________
City ____________________________
State ____________________________
Zip Code ____________________________
Execution
The undersigned incorporator signs these articles of incorporation subject to the penalty imposed by article 9.03A, Texas Non-Profit Corporation Act, for the submission of a false or fraudulent document.
Signature of incorporator
________________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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Form 202--General Information
(Articles of Incorporation--Non-Profit)
The attached form is a standardized form designed to meet minimal statutory filing requirements pursuant to the relevant statutory provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Article 1--Corporate Name: Provide a corporate name; the corporation name need not, but may contain an organizational ending such as "Corporation" or "Incorporated." If the name chosen is the same as or deceptively similar to, or similar to the name of an existing corporation, limited partnership, or limited liability company, the document cannot be filed. The administrative rules adopted for determining entity name availability (Texas Administrative Code, Title 1, Part 4, Chapter 79, Subchapter C) may be viewed at www.sos.state.tx.us/tac/index.html. If you wish the secretary of state to provide a preliminary determination on "name availability," you may call (512) 463-5555 or email your name inquiry to [email protected]. A final determination cannot be made until the document is received and processed by the secretary of state. Do not make financial expenditures or execute documents utilizing the name "pre-cleared." Also note that the pre-clearance of a name or the issuance of a certificate of incorporation under a name does not authorize the use of a name in violation of another person's rights to the name.
Article 2--Registered Agent and Registered Office: The registered agent can be either an individual resident of the state (Option B) or a Texas corporation or foreign corporation with a certificate of authority to transact business in Texas (Option A). The corporation however may not be designated to serve as its own registered agent. A post office box is not sufficient as a registered office address unless the registered office is located in a town with a population of less than 5,000.
Article 3--Management: A non-profit corporation that has members may be managed by its members or by a board of directors. If the corporation is to be managed by a board of directors, complete option B. A minimum of three directors is required. A director must be a natural person; there are no residency requirements for directors.
Article 4--Organizational Structure: A non-profit corporation may have one or more classes of members or be organized without members. The qualifications and rights of the members are generally set forth in the corporation's by-laws. You must indicate in the articles of incorporation whether the corporation is to have members.
Article 6--Purpose: Article 6 must contain a specific statement of a lawful purpose. A lawful purpose may be a charitable, benevolent, religious, patriotic, civic, missionary, educational, scientific, social, fraternal, athletic, or agricultural purpose; or the conduct of a professional, commercial, industrial or trade association. The secretary of state will not accept general language such as "any or all lawful purposes." However, the secretary of state will accept the statement of purposes suggested by the Internal Revenue Service. Please note that this form cannot be used to form a corporation with a specialized non-profit purpose as authorized by a special state statute, such as a water supply corporation, cemetery corporation, or a cooperative.
Supplemental Provisions: Additional space has been provided for additional text to an article within this form or to provide for additional articles to contain optional provisions. Please note that if the corporation is to be authorized upon its dissolution to distribute its assets in a manner other than the manner described in article 6.02(3) of the Texas Non-Profit Corporation Act (which refers in part to the distribution of assets for tax-exempt purposes to organizations exempt under section 501(c)(3) of the Internal Revenue Code of 1986 and related statutes), the articles of incorporation must contain a statement describing the manner of distribution of the corporation's assets.
Incorporator: Only one incorporator is required for the formation of a corporation. An incorporator may be a natural person 18 years of age or older, or any corporation, partnership, or other entity; there are no residency requirements for an incorporator.
Tax Exemption: Corporations organized under the Texas Non-Profit Corporation Act DO NOT automatically qualify for exemption from federal and state taxes. Before granting a tax exemption, the Internal Revenue Service (IRS) requires that the articles of incorporation contain certain provisions. This form does not contain the provisions required by the IRS. If the corporation plans to seek federal tax exemption from the IRS, you may wish to obtain and review the sample language for these provisions contained in a publication called "Tax Exempt Status for Your Organization," IRS Publication 557. You may call the IRS at (800) 829-3676 for a copy of the publication or download the publication at the IRS web site at www.irs.ustreas.gov. Additional questions concerning exemption from federal income taxes should be directed to the IRS. Non-profit corporations also are subject to state franchise taxes. If the corporation qualifies to be exempt, an application for exemption must be made to the Exempt Organizations Section, Comptroller of Public Accounts, Austin, Texas 78774-0100, (512) 463-4600 or (800) 252-1381. TDD: (800) 248- 4099 or (512) 463-4621.