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Texas Secretary of State’s “Periodic Report” for Non-profits & tax-exempts

DO YOU KNOW WHY YOUR ADDRESS MATTERS?

IT DOES FOR A TEXAS NON-PROFIT

Rare Form Can Cause Involuntary Dissolution. The Texas Secretary of State’s office sends out information requests. It is rare to get one. It is titled “Periodic Report". Risk of Dissolution Because Form Not Filed. If a nonprofit does not send back the information in 30 days, then the nonprofit loses the right to do business. Another letter gets sent and if the Report is still not filed after 120 days, the nonprofit loses its existence. This is important to community associations because so many are organized as Texas nonprofit corporations. Risk of Mail to A Bad Address. The law allows sending the report to any address the Secretary of State has for the nonprofit. So, it can be important for addresses to be current. The report can be sent to: 1) the registered agent, 2) the address in the file of the Secretary of State, or 3) any address they have and think is a good address. Because associations change addresses and managers over the years, the Secretary of State’s office may have old invalid addresses. In order to be sure to get a report and file it, then a community association will want to check and be sure current addresses are on record. Filing the Response. Information requests are mailed out only when the Secretary of State office decides to send the forms. There is no regular time for sending reports. The report can only be requested once every four years. Compare this to regular corporations that have to file the same information every year with the annual franchise tax report. The report needs the officer/director and registered agent information. Public Information. The nonprofit association can check its registered agent and officer/director information. Look it up in the Secretary of State’s website www.sos.state.tx.us/ Also, the Comptroller gets the information from the Secretary of State.

See the Comptroller’s website at http://ecpa.cpa.state.tx.us/coa/Index.html/

But, updating addresses and names at the Comptroller’s is not recognized as in the Secretary of State’s records. The same information as the Periodic Report can kept current by going to:

www.sos.state.tx.us/corp/sosda/index.shtml/

There are instructions there for how to open an account to do filings online. Also, a paper copy of the Periodic Report can be filed. A voluntary filing will help be sure a current address is on file. This will be good if and when a required report is ever mailed to the nonprofit association. A voluntary filing does not affect the duty to respond to a Secretary of State request. A recent voluntary filing may be a reason for not getting a request. Forfeiture and Reinstatement. When a corporation has been forfeited for this reason, then it cannot amend its charter documents or take actions in court against someone until it comes back into good standing. It does not lose the power to defend itself in court and its contracts are still valid. You can reinstate at any time by filing the required report and paying the filing fee. For forms and information see also Nonprofit FAQs in the Secretary of State’s website at www.sos.state.tx.us/corp/nonprofitfaqs.shtml For the legislature’s statute refer to Art. 1396- 9.01 in the Texas Nonprofit Corporation Act.

Additional resources provided by the author

Texas Comptroller's website for Franchise Tax Account Status
http://www.window.state.tx.us/taxinfo/coasintr.html

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