Texas Foreign Registration / Form 302
Texas Form 302 for nonprofits and cooperatives formed elsewhere
Texas Form 302 is the Application for Registration for a Foreign Nonprofit Corporation or Cooperative Association, filed with the Texas Secretary of State for $25. A charity, trade association or cooperative formed in another state uses it before conducting affairs in Texas; we prepare it on request by email.
Form 302 essentials
- Filed by
- Foreign nonprofit corporations and cooperative associations
- State fee
- $25
- Late fee base
- $25 per calendar year after 90 days, not the $750 for-profit amount
- Extra items
- Officers (item 12) and whether the corporation has members (item 13)
- Withdrawal later
- Form 608 for $5, with no Comptroller certificate
Names: the designator is optional
Unlike LLCs and business corporations, a foreign nonprofit corporation does not need "Inc." or a similar word in its name; the code lets it include one but does not require it. The name must still be distinguishable from names already on file and must not imply a business the organization cannot pursue. A cooperative association is different: its name needs "cooperative, or an abbreviation of it" (BOC 5.057). If the name is unavailable, item 2B gives an assumed name and Form 503 goes in as well.
What Form 302 asks, in order
| Item | Content |
|---|---|
| 1 | Legal name exactly as in the charter |
| 2A / 2B | Cooperative designator, or an assumed name when the legal one is taken |
| 3 | Federal employer identification number, or a note that it is pending |
| 4 and 5 | Where and when the organization was formed, and that it exists there as this kind of entity |
| 6 | Activities to be pursued in Texas, which may be any lawful activity |
| 7 | Date Texas activity began or will begin |
| 8 | Principal office |
| 9 and 10 | Texas registered agent and office; Secretary of State as fallback agent |
| 11 | Governing persons, generally the board, with addresses |
| 12 | At least one officer, such as president, secretary or treasurer, with addresses |
| 13 | Whether the corporation has members |
Franchise tax: exempt only if you apply
The Form 302 instructions say nonprofit corporations are subject to Texas franchise tax unless an exemption is granted, and they send organizations to the Comptroller to ask about eligibility and apply. Registering with the Secretary of State does not make the exemption automatic, so start that application alongside the filing.
Instead of the Comptroller's information report, foreign nonprofits file a periodic report with the Secretary of State, at most once every 4 years, when the office sends a notice to the registered agent.
Filing and timing
Form 302 is filed online through SOSPortal or on paper, signed by an authorized governing person or officer, with no notary. The expedite options are the same as for every other registration ($50 for typically 2 to 3 business days). Common reasons for a return are the same too: the organization named as its own agent, a mailbox used as the registered office, or the instruction pages sent along with the form.
Signing and the effective date
A director or officer authorized to act for the organization signs; the registered agent designation in the form counts as that official's statement that the agent agreed to serve. The registration can take effect on filing, on a later date no more than 90 days after signing, or when a stated future event happens. The Secretary of State's records show the organization's registration as in existence from the filing date.
If the organization later leaves Texas
Exits are cheaper for nonprofits. Withdrawing on Form 608 costs $5, and a foreign nonprofit corporation does not have to attach the Comptroller certificate that for-profit companies need. If the organization has dissolved at home, the registration ends by filing Form 612 along with the home state's certificate, for $5.
Getting Form 302 filed
Collect board and officer details
Names and addresses, which become public.
Confirm membership status
Item 13 asks whether the corporation has members.
Appoint the Texas agent
A resident or registered entity with a Texas street address.
File with the fee
$25 online or by mail.
Ask the Comptroller about exemption
Separately, since registration does not grant it.
Nonprofit questions
Does a foreign nonprofit pay the late fee?
Yes, but it is figured on $25 per calendar year rather than the for-profit amount.
When does a nonprofit have to file Form 302?
Before it conducts affairs in Texas. The same doing-business test applies as for companies, including the 16 exempt activities, so a single fundraising event finished within 30 days is different from running a Texas program year-round.
What would a late nonprofit owe?
An organization active here since the year before last, filing this year, has touched three calendar years: $75 in late fees plus the $25 filing fee.
Do cooperatives use Form 302 too?
Yes. Foreign cooperative associations file the same form, with "cooperative, or an abbreviation of it" in the name.
Is the officer list public?
Yes. Officer and director addresses on the form become public records, so a business or post office box address can be given.
Can you file Form 302 for us?
Yes. Our online order is for LLCs and corporations, so email us with the organization's details and we quote it.
One price for the whole filing
Register in Texas
Delaware or any stateTexas
$199
+ $750 state fee
- Form 304 for an LLC or Form 301 for a corporation, prepared from your answers
- Name check against Texas designator rules
- Filed with the Secretary of State through SOSPortal
- Our Texas registered agent, or one you name
- The approved registration sent to you
- Renewal: after the first year, the agent service renews at $149 a year
The state fee is passed through at cost. Checkout shows every line before payment. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Official sources
- Texas Secretary of State, Form 806 fee schedule (rev. 09/26)
- Texas Secretary of State, Form 304 instructions
- Texas Secretary of State, foreign entity FAQs
- Texas Secretary of State, Texas Express expedited filings
- Texas Comptroller, franchise tax
- Texas Secretary of State, Form 302 instructions (foreign nonprofit corporation)
- Texas Business Organizations Code, Chapter 9 (foreign entities)
- Texas Secretary of State, Form 608 instructions (withdrawal)
- Texas Secretary of State, Form 306 instructions (foreign limited partnership)
- Texas Secretary of State, Form 612 instructions (termination of registration)
Ready to register in Texas?
Order online in a few minutes. We take it from there and send you the approved registration.