Texas Nonprofit Form 802: Why the SOS Periodic Report Is Request Driven, Not Annual
Almost every state asks a nonprofit corporation for a report on a fixed calendar. Texas does not. The Secretary of State may request the periodic report on Form 802, and the statute limits that request to no more often than once every four years. There is no due month to diarise and no filing to make in the years no notice arrives. What replaces the calendar is a notice driven enforcement sequence that moves faster than most founders expect: 30 days after the first notice the corporation forfeits its right to conduct affairs, a later notice opens a 120 day cure window before termination or revocation, and reinstatement adds a fee. This explainer sets out what Form 802 is, what triggers it, what it costs, what happens when it is missed, and the four other filings it is routinely confused with.
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Key Takeaways
- Form 802 is request driven. The Secretary of State may request the nonprofit periodic report no more often than once every four years, and there is no filing to make in a year when no request arrives.
- The report costs $5 and reports the current directors, officers, registered agent and related information.
- Missing it is where the cost sits. Failure to file within 30 days after the first notice causes forfeiture of the right to conduct affairs in Texas.
- A later statutory notice opens a 120 day cure process before termination or revocation follows.
- Late charges accrue at $1 per month or part, with a minimum of $5 and a maximum of $25. Reinstatement after termination adds a $25 fee.
- Form 802 is not the Comptroller's franchise report, not the Public Information or Ownership Information Report, not federal Form 990, and not any charity filing. Meeting one of those does nothing for the others.
- Because the trigger is a notice rather than a date, keeping the registered agent and registered office current is what makes the system work. A notice that never arrives still starts the clock.
Direct answer: there is no Texas nonprofit annual report
A Texas nonprofit corporation does not file a corporate report every year, and it does not file one every two years either. The Secretary of State may request the periodic report on Form 802, and Chapter 22 limits how often that request may come: no more often than once every four years.
That single sentence explains most of the confusion around this filing. Founders arriving from another state look for the Texas due date, cannot find one, and conclude either that they have missed something or that Texas asks for nothing. Neither is right. The obligation is real, it is just triggered by a notice from the Secretary of State rather than by a date on a calendar.
When the request does arrive, Form 802 reports the corporation's current directors, officers, registered agent and related information, and the filing fee is $5. The due date is the one stated in the notice.
What happens when the report is missed
This is the part worth planning for, because the amounts are small and the consequence is not. Failure to file within 30 days after the first notice causes forfeiture of the corporation's right to conduct its affairs in Texas. That is a loss of standing, not a fee.
A later statutory notice then opens a cure process of 120 days. If the corporation does not act within it, termination or revocation follows, and the entity record at the Secretary of State ends.
The money involved is modest throughout. Late charges accrue at $1 per month or part of a month, with a minimum of $5 and a maximum of $25. If termination or revocation has occurred, the nonprofit may seek reinstatement through the Form 802 process, and reinstatement carries a $25 fee. A corporation that lost its standing for a year is looking at a bill measured in tens of dollars and a gap in its corporate existence that contracts, grants and bank relationships may care about a great deal more.
One practical consequence follows directly from the notice based design. The sequence above is measured from the notice, not from the day someone reads it. An organization whose contact record at the Secretary of State has gone stale does not stop the clock by failing to receive the notice: the 30 day forfeiture step runs anyway. The registered agent and registered office requirements that keep that record current are set out separately in the Texas state guide.
The four filings Form 802 is confused with
Form 802 is not the Comptroller's franchise tax report. Franchise reporting lives with the Texas Comptroller of Public Accounts, on its own schedule, and it has nothing to do with the Secretary of State's request.
Form 802 is not the Public Information Report or the Ownership Information Report. Those are Comptroller filings that accompany franchise reporting for entities that still have franchise obligations.
Form 802 is not federal Form 990. The annual federal information return is an Internal Revenue Service matter tied to federal exempt status, and filing it satisfies nothing at the Texas Secretary of State.
Form 802 is not a charity filing. Texas charity regulation runs through the Attorney General and, for the special solicitation systems, through separate Secretary of State registrations, none of which are the periodic report.
There is a fifth item worth naming because it sounds closest of all. Chapter 22 requires the board of a Texas nonprofit corporation to prepare or approve an annual financial report covering the corporation's financial condition and results. That report genuinely is annual, and it genuinely is required. It is also entirely internal: it is kept with the corporate records, not sent to the Secretary of State, and preparing it does not respond to a Form 802 request.
A practical checklist
Do not diarise a Texas nonprofit corporate report date, because there is not one to diarise. Diarise the things that make the notice reach you instead.
First, make sure the contact record the Secretary of State will use is current, since that is what the notice depends on. The registered agent and registered office requirements behind it, and the filing that changes them, are covered in the Texas state guide.
Second, decide now who opens mail addressed to the registered agent and who is authorised to act on it. The 30 day forfeiture window is short enough that a notice sitting unopened over a holiday period is a genuine risk.
Third, when a request does arrive, gather the current directors, officers and registered agent details before starting the form, and file by the date the notice states. The fee is $5.
Fourth, if a notice was missed, establish which stage the corporation is at before doing anything else: still within 30 days of the first notice, already forfeited but inside the 120 day cure window, or terminated and needing reinstatement. The remedy and the cost differ at each stage, and the maximum late charge of $25 plus the $25 reinstatement fee is the ceiling on the filing cost, not on the commercial consequences.
Fifth, keep the four separate systems separate in your own records. Confirming that the Comptroller account is current tells you nothing about the Secretary of State record, and the reverse is equally true.
The complete Texas picture, including the franchise, sales, property, solicitation, gaming, employment and closure systems this filing sits alongside, is set out in the Texas nonprofit compliance guide.
Official Sources
2 official sources back this article.
| Agency / Authority | Source | Accessed | URL |
|---|---|---|---|
| Texas Legislature | Business Organizations Code, Chapter 22 — Nonprofit Corporations | https://statutes.capitol.texas.gov/Docs/BO/htm/BO.22.htm | |
| Texas Secretary of State | Form 802 — Periodic Report — Nonprofit Corporation | https://www.sos.state.tx.us/corp/instructions/802.shtml |
Read the Full State Guide
This article explains one part of a larger, continuously-verified state guide. For every fact, deadline, fee, and citation — including anything still marked Verification in Progress — see the full guide.
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About This Article
This article is compiled from official state statutes, agency instructions, forms, and government guidance already documented in the linked state compliance guide(s). It provides general information and does not replace legal, tax, or accounting advice. Where a cited fact is still marked Verification in Progress, treat the underlying point as unresolved and confirm directly with the relevant agency before relying on it.
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