Your nonprofit has two kinds of legal status. Its tax status comes from the IRS. Its existence as a corporation comes from the state where you filed your articles of incorporation. If the corporation falls out of good standing, the state can suspend it, bar it from bringing lawsuits in the state's courts or end its existence on the state's records, even while its IRS exemption looks fine on paper. Keeping the corporation in good standing is part of the board's duty of obedience; the Minnesota Attorney General's guide for board members lists it expressly (see nonprofit board duties).
Annual and biennial reports
What they are. Most states ask corporations to file a short periodic report with the secretary of state (or a similar office). It usually confirms or updates the principal address, the registered agent and the names of officers and directors. Some states call it an annual report, others a statement of information or a periodic report.
How often. The schedule varies widely. Three examples:
| State | Report | When | Fee for nonprofits (as of October 2026) |
|---|---|---|---|
| California | Statement of Information (Form SI-100) | Within 90 days of registering, then every two years by the end of the original registration month | Check the current fee schedule |
| Florida | Annual report | Every year, due by May 1 | $61.25 |
| Texas | Periodic report (Form 802) | Only when the Secretary of State requests one, not more than once every four years | Up to $25 when filed to reinstate |
California. The Secretary of State says California nonprofit corporations file a Statement of Information every two years, in odd or even years depending on the year of initial registration, and must also file a new one whenever the name or address of the agent for service of process changes. The office sends a reminder about three months before the due date. Failure to file can lead to penalties assessed by the Franchise Tax Board and suspension or forfeiture. Since August 1, 2026, online Statement of Information filings require User Access on the state's bizfile Online system, so set that up before your due date.
Florida. Florida's Division of Corporations sets the nonprofit annual report fee at $61.25 and a May 1 due date. The $400 late fee that applies to for-profit corporations and LLCs does not apply to nonprofit corporations. That does not make the deadline optional, as the next section shows.
Texas. A Texas nonprofit corporation does not file a routine annual report with the Secretary of State. It must file an informational periodic report when the Secretary of State requests one, no more than once every four years, regardless of tax status. The report covers the registered agent and registered office and the names and addresses of current officers and directors.
Corporate reports to the secretary of state are separate from charitable solicitation registration and from state tax filings. A nonprofit can be current with the secretary of state and still delinquent with the attorney general or the state revenue agency. See state charitable solicitation registration and state tax exemption.
Registered agents
A registered agent (California says "agent for service of process") is the person or company the state lists as the corporation's official contact for legal papers, such as a lawsuit. Every state requires one, and the agent's name and address are public.
Who can serve. In California, the agent is either an individual who lives in California or a corporation registered with the Secretary of State as a corporate agent. The Secretary of State notes that a small corporation often names an officer or director, and that the individual should be aware that their name and street address become part of the public record. Other states set their own rules, which typically call for a street address in the state where papers can be delivered, so check your secretary of state's requirements.
Choosing well. If you name a volunteer, pick someone who is reliably reachable, and update the filing when they move or step down. A missed lawsuit notice can lead to a default judgment. Some organizations use a commercial registered agent for continuity and to keep a volunteer's home address off the public record.
Changing the agent. Each state has its own procedure. In California, an agent change requires a new Statement of Information.
Administrative dissolution, suspension and reinstatement
When a corporation misses required state filings, states respond in different ways and use different words: suspension, forfeiture, revocation, involuntary termination or administrative dissolution, meaning the state ends the corporation's existence on its records without a court case.
Florida. If the annual report is not filed by the third Friday of September, the Division of Corporations administratively dissolves the corporation at the close of business on the fourth Friday of September. A dissolved entity can be reinstated by filing a reinstatement application and paying the reinstatement fee plus any annual report fees due.
Texas. If a nonprofit corporation does not file a requested periodic report within 30 days after it is sent, it forfeits its right to transact business in Texas. It cannot bring a lawsuit in a Texas court, though it can still defend one. Filing the report within 120 days of the forfeiture notice relieves the forfeiture. After that, the Secretary of State involuntarily terminates the corporation. It can reinstate at any time, as long as it would otherwise continue to exist, by filing the report with a fee of up to $25, but the Secretary of State must first confirm that the corporation's name is still available.
California. Failure to file the Statement of Information can lead to suspension or forfeiture after a notice of delinquency and a further notice period.
After reinstatement, check every other agency. If your corporate name changed during reinstatement, or the corporation was terminated for a period, tell the IRS, your state charity office and your state tax agency. See changes after 501(c)(3) status. State dissolution is different from IRS automatic revocation for not filing annual returns, which has its own fix; see automatic revocation and reinstatement.
Operating in another state: foreign qualification
A foreign corporation, in this context, means a corporation formed in a different U.S. state. If your nonprofit was incorporated in one state and conducts business in another, the second state usually requires you to register, or qualify, as a foreign corporation and appoint a registered agent there.
What counts as conducting business is set by each state's law, so check the statute and the secretary of state's guidance. Opening an office, hiring staff or running ongoing programs in the state are the kinds of activities that commonly lead to the question. Qualification in a second state brings that state's reporting schedule too. California, for example, requires qualified out-of-state corporations to file a Statement of Information every year, rather than every two years as California nonprofits do. Texas can revoke a foreign nonprofit's registration if it does not file a requested periodic report.
Foreign qualification is separate from charitable solicitation registration. A charity may need to register to solicit in a state where it does not need to qualify as a foreign corporation, and the reverse.
A simple good-standing routine
- Write each state's report due date, agent details and online account login into a shared compliance calendar the organization controls.
- Confirm the registered agent each January.
- After each election of officers, check whether the state wants an updated report.
- Request a certificate of good standing from the secretary of state before major grant applications, loans or real estate deals.
- If you plan to close, follow the state's formal dissolution steps rather than letting filings lapse. See dissolving a nonprofit.
Frequently asked questions
Can the founder be the registered agent?
Usually yes, if they meet the state's requirements, such as California's requirement that an individual agent live in the state. Remember that the agent's name and address are public.
We received a mailer offering to file our annual report for a fee. Is it from the state?
Check carefully. Private companies send mailers that look official. The California Secretary of State, for example, publishes a customer alert on misleading Statement of Information solicitations. File directly with the state's official site when in doubt.
Does administrative dissolution end our IRS exemption?
The IRS and the state keep separate records, but an exempt corporation that no longer exists under state law cannot keep operating as that corporation. Reinstate promptly, then confirm that your records with the IRS and the state match.
Do we file reports in every state where we raise money?
Corporate reports go to the state of incorporation and to any state where you are qualified as a foreign corporation. Fundraising registrations are a separate system.
Sources
- California Secretary of State: Business Entities Frequently Asked Questions. sos.ca.gov
- California Secretary of State: Statements of Information Filing Tips. sos.ca.gov
- Florida Department of State, Division of Corporations: File Annual Report. dos.fl.gov
- Texas Secretary of State: Nonprofit Organizations FAQs. sos.state.tx.us
- Minnesota Attorney General: Guide for Charity Board Members. ag.state.mn.us
- California Secretary of State: Misleading Statement of Information Solicitations. sos.ca.gov
IRS forms, fees and inflation-adjusted amounts change. We review this page when the IRS publishes new instructions.
501Nonprofit.com is a private company, not the IRS. This page is general information, not legal or tax advice for your organization. Example organizations and figures are hypothetical.
