What Is a Registered Agent for a Texas Nonprofit Corporation?
A registered agent for a Texas nonprofit corporation is an individual or organization designated to receive service of process, legal notices, and official state correspondence on behalf of the nonprofit entity. The registered agent serves as the nonprofit’s official point of contact for legal and regulatory matters in Texas.
Under the Texas Business Organizations Code (BOC) §5.201, every filing entity in Texas—including nonprofit corporations—must designate and continuously maintain a registered agent and a registered office. The registered office must be a physical street address in Texas where service of process can be personally delivered during normal business hours.
The Texas Secretary of State defines the registered agent as “an agent of the entity on whom may be served any process, notice, or demand required or permitted by law to be served on the entity.”
Is a Registered Agent Required for a Texas Nonprofit?
Yes. Every Texas nonprofit corporation—whether domestic or foreign—must continuously maintain a registered agent and registered office in Texas. This requirement is established by BOC §5.201(a) and applies throughout the life of the organization, not only at formation.
The Texas Secretary of State’s registered agent FAQs explain:
- The registered agent and office must be maintained at all times, not just during the formation process.
- Failure to maintain a registered agent and office can result in involuntary termination of the nonprofit corporation by the Secretary of State.
- The Secretary of State sends official notices—including tax forfeiture notices and notices of delinquent periodic reports—to the registered agent at the registered office address on file.
Who May Serve as a Registered Agent for a Texas Nonprofit?
Under BOC §5.201 and the instructions for Form 202, a registered agent for a Texas nonprofit corporation must be one of the following:
- An individual who is a resident of Texas, with a physical street address in Texas where service of process can be made during normal business hours; or
- A domestic entity (a business entity formed under Texas law); or
- A foreign entity that is registered to do business in Texas.
The nonprofit corporation itself cannot serve as its own registered agent.
Registered Office Requirements:
| Requirement | Details |
| Address type | Physical street address in Texas |
| P.O. Box | Not acceptable as the sole address |
| Mailbox-only or answering service | Not acceptable |
| Availability | Must be able to receive service of process during normal business hours |
| Texas location | Required |
The designated agent must give written or electronic consent to serve. By signing and filing Form 202, the organizer affirms that the named registered agent has already consented to serve.
How to Designate a Registered Agent on Your Nonprofit Certificate of Formation (Form 202)
A registered agent must be designated in Article 2 of Form 202 – Certificate of Formation for a Nonprofit Corporation, which is the document used to create a Texas nonprofit corporation with the Secretary of State.
Steps to designate a registered agent on Form 202:
- Obtain Form 202 from the Texas Secretary of State’s website or file electronically via the SOSDirect portal.
- Complete Article 2 by selecting whether the registered agent is an organization or an individual Texas resident.
- Enter the registered agent’s name and the registered office street address in Texas (no P.O. Box).
- Obtain the agent’s consent before filing. Consent does not need to be filed with Form 202, but the organizer’s signature affirms that consent has been obtained.
- Submit the form in duplicate to:
- By mail: P.O. Box 13697, Austin, TX 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701
- Online: SOSDirect electronic filing portal
- Pay the filing fee: $25 for a nonprofit certificate of formation (a 2.7% convenience fee applies to credit card payments).
Registered Agent Address and IRS / 501(c)(3) Filings
The Texas registered agent address and the IRS address requirements serve different purposes and are governed by separate authorities.
Texas Secretary of State (state level):
The registered agent’s address is used by the Texas Secretary of State to send official state correspondence, including franchise tax notices, periodic report reminders, and service of process. This address is part of the public record of the nonprofit’s formation documents.
IRS Form 990 (federal level):
The IRS Form 990 instructions require the nonprofit to report its official mailing address (Item C) and the address of its principal officer (Item F). The registered agent’s address is not required on Form 990 and is not the same as the organization’s mailing address unless the nonprofit has specifically designated it as such.
- If the principal officer’s address changes after filing a return, the organization should file IRS Form 8822-B to update the IRS.
- The IRS does not require a nonprofit’s registered agent address on Form 990.
- Obtaining 501(c)(3) status from the IRS does not affect or replace the Texas registered agent requirement.
The Texas and federal filing requirements are independent obligations. A nonprofit must satisfy both the state requirement to maintain a registered agent with the Texas Secretary of State and any applicable federal reporting obligations with the IRS.
Reduced Filing Fees for Nonprofit Registered Agent Filings
Texas nonprofit corporations benefit from reduced filing fees when changing a registered agent or registered office compared to for-profit entities.
| Filing | Nonprofit Fee | For-Profit Fee | Form |
| Change of registered agent or office | $5 | $15 | Form 401 |
| Certificate of Formation | $25 | $300 | Form 202 / Form 201 |
| Unincorporated nonprofit association – appointment of statutory agent | $25 | N/A | Form 706 |
Filing fees are set by the Texas Secretary of State fee schedule. A 2.7% convenience fee applies to credit card payments. Payments may also be made by cash, check, or money order, or through a funded SOSDirect account.
What Happens to a Texas Nonprofit Without a Registered Agent?
Under BOC §11.251, the Texas Secretary of State may involuntarily terminate a domestic nonprofit corporation that fails to maintain a registered agent or registered office.
Consequences of failing to maintain a registered agent:
- Notice period: The Secretary of State provides written notice to the nonprofit at its last known registered office address. The entity has 91 days from the date of that notice to cure the deficiency by appointing a new registered agent and filing the required form.
- Involuntary termination: If the nonprofit fails to cure the deficiency within the notice period, the Secretary of State may terminate the nonprofit corporation.
- Loss of legal rights: A terminated nonprofit corporation may lose the right to bring or maintain lawsuits in Texas courts.
- Default judgments: Legal process served on the Secretary of State (as substitute agent under BOC §5.251) while the entity lacks a registered agent may result in default judgments.
- Loss of 501(c)(3) protections: State-level termination does not automatically revoke federal 501(c)(3) status, but an administratively terminated nonprofit may lose its authority to operate as a charitable organization in Texas and may face complications with the IRS if it fails to report the change in legal status.
- Attorney General oversight: The Texas Attorney General may take action against a charitable nonprofit that is involuntarily terminated, as outlined on the Texas Attorney General’s charitable trusts page.
Reinstatement: A terminated nonprofit may apply for reinstatement by filing the appropriate reinstatement form and paying the required fees. The Texas Secretary of State’s termination and reinstatement FAQs provide guidance on the reinstatement process.
How to Change a Registered Agent for a Texas Nonprofit Corporation
A Texas nonprofit corporation may change its registered agent or registered office at any time by filing Form 401 – Change of Registered Agent/Office with the Texas Secretary of State.
Steps to change a registered agent:
- Obtain the new agent’s consent: The new registered agent must consent to serve before the change is filed. Consent is documented on Form 401-A – Consent of Registered Agent. The consent form does not need to be filed with the Secretary of State but must be kept in the nonprofit’s records.
- Complete Form 401: Provide the entity name, Texas Secretary of State file number, and the new registered agent’s name and registered office street address.
- File Form 401:
- Online: Via SOSDirect (preferred method; do not attach the PDF form when filing online)
- By mail: P.O. Box 13697, Austin, TX 78711-3697
- In person: James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701
- Pay the filing fee: $5 for nonprofit corporations.
- Effective date: The change is effective upon filing unless a delayed effective date is specified.
Detailed instructions for Form 401.
Texas Nonprofit Registered Agent Frequently Asked Questions
Can a Texas nonprofit corporation serve as its own registered agent?
No. The Texas Secretary of State’s registered agent FAQs explain: a filing entity may not serve as its own registered agent. The registered agent must be either an individual Texas resident or an organization separate from the nonprofit itself. An officer, director, or employee of the nonprofit who is a Texas resident and has a physical Texas address may serve as the registered agent in their individual capacity.
Can a founding director or executive director serve as the nonprofit’s registered agent?
Yes. A founding director or executive director may serve as the nonprofit’s registered agent if they are an individual resident of Texas and have a physical Texas street address where service of process can be delivered during normal business hours. The individual must consent to serve. However, many nonprofits prefer a commercial registered agent service to maintain privacy and ensure continuous availability, particularly when staff or leadership changes occur.
Does receiving 501(c)(3) status from the IRS waive the Texas registered agent requirement?
No. Federal tax-exempt status granted by the IRS under Section 501(c)(3) of the Internal Revenue Code has no effect on the Texas registered agent requirement. The obligation to maintain a registered agent and registered office is a state-law requirement under BOC §5.201 and remains in effect regardless of federal tax status.
What is the filing fee for a nonprofit corporation to change its registered agent?
The filing fee to change a registered agent or registered office for a Texas nonprofit corporation is $5, filed using Form 401. This is reduced from the standard $15 fee that applies to for-profit entities. A 2.7% convenience fee applies to credit card payments. See the Texas Secretary of State fee schedule for a complete list of fees.
Must a registered agent be designated before filing Form 202?
Yes. A registered agent and registered office address must be designated in Article 2 of Form 202 before it can be submitted to the Texas Secretary of State. The Secretary of State will not process a certificate of formation that does not include a registered agent’s name and registered office address. The organizer’s signature on Form 202 affirms that the named agent has consented to serve.
Can the same commercial registered agent service act for multiple Texas nonprofits?
Yes. The Texas Secretary of State’s registered agent FAQs confirms that the same individual or organization may serve as registered agent for multiple Texas entities, including multiple nonprofit corporations. Commercial registered agent services routinely act as the registered agent for large numbers of entities.
Does a nonprofit need to list its registered agent on IRS Form 990?
No. The IRS Form 990 instructions do not require a nonprofit to list its Texas registered agent. Form 990 requires the organization’s official mailing address (Item C) and the principal officer’s name and address (Item F), but the registered agent’s address is not a required entry on the form. If the principal officer’s address changes after filing, the organization should submit IRS Form 8822-B.
What happens to our nonprofit’s 501(c)(3) status if the corporation is administratively terminated by the Texas Secretary of State?
Administrative termination by the Texas Secretary of State does not automatically revoke a nonprofit’s federal 501(c)(3) status. However, an administratively terminated organization loses its legal authority to operate as a corporation in Texas. The IRS may update the organization’s status on its Tax Exempt Organization Search database if it becomes aware of the state-level termination or if the organization fails to file required Form 990 returns. A nonprofit that has been terminated should seek reinstatement with the Texas Secretary of State as promptly as possible. Guidance on reinstatement is available through the Texas Secretary of State’s termination and reinstatement FAQs.
Can an unincorporated nonprofit association designate a registered agent with the Texas Secretary of State?
Yes, but it is optional. Under Texas law, an unincorporated nonprofit association may—but is not required to—file Form 706 – Appointment of Statutory Agent with the Texas Secretary of State to designate a registered agent to receive service of process. The filing fee is $25. Instructions for Form 706. An unincorporated nonprofit association is not a filing entity and is not subject to the same mandatory registered agent requirement that applies to incorporated nonprofits.
Can I change my nonprofit’s registered agent online?
Yes. Texas nonprofit corporations may change their registered agent by filing Form 401 online through the SOSDirect portal. When filing online, the PDF version of Form 401 should not be attached; the online form collects the required information directly. A SOSDirect account must be created and funded before filing.
A SOSDirect account must be created and funded before filing. Instructions for creating a SOSDirect account are available on this page.