Form 624 – Certificate of Merger for Nonprofit Corporation

Jurisdiction: Country: United States | Province or State: Texas

What is a Form 624 – Certificate of Merger for Nonprofit Corporation?

Form 624 is the filing you submit to the Texas Secretary of State to legally complete a merger involving one or more nonprofit corporations when the survivor will be a nonprofit. The filing records the merger under Texas law and, when accepted, makes the merger effective on the stated date and time. It replaces the separate filing of dissolution or termination for the merging Texas nonprofits that do not survive, because those entities cease to exist by operation of the merger.

You use this form to state who is merging, who will survive, how and when the merger takes effect, and how approvals were obtained. You also use it to embed or reference your plan of merger, and, if needed, to create a brand-new Texas nonprofit as the survivor through a “formation by merger.” The document is signed by authorized officers and filed with the Texas Secretary of State with the required fee.

Who typically uses this form?

Texas and out-of-state nonprofit corporations that are merging when the surviving entity is a nonprofit corporation. That includes public charities, private foundations, trade associations, membership organizations, houses of worship, educational nonprofits, social clubs, and industry groups. Law firms, in-house counsel, and experienced administrators often prepare the draft, but an authorized officer must sign on behalf of each Texas nonprofit party (or as permitted by the plan).

Why would you need this form?

Without it, your merger is not recognized by the State of Texas. Corporate existence, title to assets, contract assumption, and liability succession flow from an effective merger filing. The form provides the statutory statements that prove the merger was properly approved and that the survivor is responsible for the non-survivors’ obligations. It also provides a way to amend the survivor’s governing documents as part of the merger, or to create a new Texas nonprofit as the survivor.

Typical usage scenarios

• A small Texas charity is merging into a larger Texas nonprofit to pool programs and reduce overhead.
• A national association is consolidating a Texas affiliate into the national body.
• Two Texas membership nonprofits are combining into one statewide entity with a new name.
• A foreign (out-of-state) nonprofit merging into a Texas nonprofit to re-center operations in Texas.
• Several Texas nonprofits are merging into a newly formed Texas nonprofit created by the merger.

In each case, Form 624 is the instrument that makes the merger effective under Texas law and updates the public record.

When Would You Use a Form 624 – Certificate of Merger for Nonprofit Corporation?

You use Form 624 after each merging entity has approved a written plan of merger and you are ready to complete the transaction under Texas law. If you are merging two or more nonprofit corporations and the survivor will be a nonprofit, this is the form you file in Texas. You also use this form when the merger will create a new Texas nonprofit as the survivor. In that case, the certificate of merger doubles as the new corporation’s formation filing, so you must include all required formation details for the new nonprofit in your submission.

A Texas nonprofit board might use this form to absorb a related “friends of” organization, consolidating fundraising and administration. A membership association might use it to combine with another association and unify chapters under one brand, with clear member transition rules written into the plan. A church or faith-based nonprofit might use it to unite congregations, transferring property and loans to the surviving church corporation. A private foundation might use it to combine with an affiliated foundation, provided it preserves charitable-use restrictions on assets. A national nonprofit may use it to merge a separate Texas affiliate into the national entity or vice versa.

If a foreign nonprofit will be the survivor and will conduct activities in Texas after the merger, you would typically handle the Texas registration of that foreign survivor at or before filing the merger. If the survivor is an existing Texas nonprofit and the plan changes its name or governance provisions, Form 624 allows you to effect those amendments as part of the merger, so you do not need a separate amendment filing.

Use Form 624 when your plan is final, approvals are in hand, and you have aligned the effective date with operational cutovers. If you are still negotiating terms, working through member approvals, or seeking required third-party or governmental consents, you are not ready to file.

Legal Characteristics of the Form 624 – Certificate of Merger for Nonprofit Corporation

Form 624 is a statutory filing. When accepted by the Texas Secretary of State, it is legally binding and makes the merger effective on the date and time stated in the form (or upon filing, if you select that). The form’s enforceability comes from the Texas Business Organizations Code. The code authorizes mergers, specifies the required plan of merger, requires proper approvals, and provides the legal effects upon effectiveness.

The filing includes statements that each merging entity approved the plan by the votes or consents required under its governing documents and the code. For nonprofits, that typically means approval by the board and, if the nonprofit has voting members, by the members or each class of members entitled to vote. Some nonprofits also require the approval of a designated body or third person if their certificate of formation or bylaws say so. The form requires you to confirm that each required approval occurred. That statement, signed by an authorized officer, is what ensures the merger is recognized.

Once effective, several legal effects occur by statute. Each non-surviving entity ceases to exist. All property of each non-survivor vests in the survivor without transfer instruments. All debts and liabilities of each non-survivor become obligations of the survivor. Legal proceedings by or against a non-survivor continue against the survivor. The survivor’s governing documents become those set out in the plan or as previously on file, as applicable. If the survivor is created by the merger, its formation is effective on the merger’s effective time.

Nonprofit-specific rules still apply. If your nonprofit holds charitable assets, you must preserve restrictions on those assets through the merger. You may need to give notice to, or obtain approval from, the appropriate oversight authorities before closing a merger that transfers charitable assets or changes their stewardship. Your plan of merger should address how restricted gifts, endowments, and program limitations will be honored by the survivor. If the survivor will seek or maintain federal tax-exempt status, the governing documents must contain the required charitable-purpose and dissolution clauses, especially when forming a new corporation by merger.

Texas also allows a delayed effective date or an effective time conditioned on a future event or fact, so long as it occurs within the statutory window. The form accommodates that. Many nonprofits choose a first-of-month effective time to align accounting, payroll, donor systems, and insurance.

In short, the form is binding because Texas law says it is, but only if you follow the formalities, secure the required approvals, and file a complete and accurate certificate that matches your plan of merger.

How to Fill Out a Form 624 – Certificate of Merger for Nonprofit Corporation

Follow these steps to prepare a complete, accurate filing.

1) Confirm eligibility and scope

• Make sure your transaction is a merger involving nonprofit corporations with a nonprofit survivor. If your transaction is an asset transfer, consolidation with a non-profit survivor, or a conversion, this is not the correct filing.
• Confirm you have a written plan of merger adopted by each party. The plan should name the parties, state the terms and conditions, specify the survivor, describe how governance will look after the merger, and address member, director, and officer transitions. For nonprofits, include how charitable restrictions and restricted gifts will be honored.

2) Identify all merging entities

• List the exact legal name, entity type, and jurisdiction of formation for each entity that will merge. Use the full legal names as they appear on their formation documents.
• For Texas entities, include the Texas file number if you have it. For foreign nonprofits registered in Texas, include the Texas registration number. Accuracy avoids rejection and delays.
• If more than two entities are merging, be ready to attach an additional schedule with the same details for each extra party.

3) Designate the surviving entity

• State the exact legal name and jurisdiction of the entity that will survive the merger.
• If the survivor already exists, confirm the name is correct and available in Texas if the survivor is or will be a Texas entity with a new name.
• If the survivor will be created by the merger as a new Texas nonprofit, indicate that. You must provide all information required for a Texas nonprofit’s formation as part of this filing (see Step 9).

4) Clarify the merger structure

• Indicate whether the survivor is an existing entity or a new entity formed by the merger.
• If an existing survivor will change its name, include the new name in the certificate and make sure that the name is available. If consent is needed from an existing name holder, obtain it and attach it.
• If your plan amends the certificate of formation of an existing Texas survivor, state that and include the text of the amendments as part of the filing.

5) Provide plan-of-merger information

• You have two options: attach the full plan of merger, or include a statement that the plan is on file at the principal place of business of the survivor and will be furnished without cost upon written request to any owner, member, or creditor of a party.
• Many filers choose the on-file statement to keep the plan private. If you attach the plan, review it for confidential information because filings are public.
• Make sure the certificate’s statements match the plan. Inconsistency is a common reason for rejection.

6) State approvals for each nonprofit party

• For each nonprofit corporation party, state how the plan was approved. If the nonprofit has no voting members, the board typically approves. If it has voting members, you must state that the members approved, including each class entitled to vote.
• If your governing documents require approval by a designated body or third person, state that such approval was obtained.
• Include the date of each approval. If approvals happened on different dates, list each date next to the applicable party.
• Some nonprofits use written consents instead of meetings. That is acceptable if authorized by the governing documents and the code. State that consents were obtained.

7) Address special nonprofit considerations

• If any party holds restricted charitable assets, include a statement in the plan (and ensure consistency in the certificate) that the survivor will hold and use those assets subject to the same restrictions.
• If your transaction required notice to or approval from oversight authorities, ensure that it occurred before you file. The certificate itself does not create that clearance; it only records the merger.
• If the survivor will maintain or seek tax-exempt status, make sure the survivor’s purposes and dissolution provisions support that status, especially when forming a new entity.

8) Choose the effective date and time

• You can make the merger effective upon filing, on a specified future date (not more than 90 days after filing), or upon the occurrence of a stated future event or fact that occurs within that period.
• If you select a delayed date, specify the date and, optionally, the time. If you choose a future event or fact, describe it clearly (for example, “receipt of written consent from X”) and ensure it will occur within the permitted period.
• Align your effective time with operational cutovers, such as payroll cycles, grant reporting periods, and insurance renewals.

9) If forming a new Texas nonprofit survivor, include formation details

• Provide the name of the new nonprofit and confirm it meets Texas naming rules and is available.
• Provide the registered agent and registered office in Texas. The registered agent must consent to serve. Use a physical street address in Texas; no P.O. boxes for the registered office.
• State the management structure. For a nonprofit corporation, list the initial directors and their addresses as required.
• State the nonprofit’s purpose. If you intend to qualify as a charitable organization for tax purposes, include a clear charitable-purpose statement and a proper dedication of assets on dissolution to another charitable organization.
• State whether the nonprofit will have members. If it will have members, indicate how membership is structured.
• Include any additional information required for a certificate of formation for a Texas nonprofit corporation. Formation by merger requires the same level of detail as a standalone formation filing.

10) Include amendments for an existing Texas survivor, if any

• If the plan amends the survivor’s certificate of formation, include the full text of those amendments in the certificate of merger or as an attachment referred to in the certificate.
• Common amendments include a name change, an updated purpose clause, changes to the member structure, or an updated director count. Make sure these amendments do not conflict with the survivor’s bylaws and are consistent with tax-exempt purposes as applicable.

11) Provide principal office information if requested

• The form may request the principal office address of the survivor and/or merging entities. Use a current, accurate street address.

12) Check name availability and compliance

• If the survivor adopts a new name, confirm availability before filing. The name should not be the same as or deceptively similar to an existing Texas filing entity’s name.
• If required, attach any necessary consents or adopt a distinguishable alternative name in the plan.

13) Sign the certificate

• The certificate must be signed by a duly authorized officer of each domestic nonprofit that is a party. If permitted by the plan and the code, the survivor may sign on behalf of all parties; review your plan and the form’s instructions before using this option.
• For foreign nonprofit parties, an authorized officer should sign. Use printed names and titles clearly.
• Confirm that the person signing has formal authority, such as board authorization or an officer role. Maintain minutes or written consents in your records.

14) Attach schedules and exhibits

• Attach additional pages listing merging entities if you have more than the form’s space allows.
• Attach the text of any amendments to a Texas survivor’s certificate of formation.
• If forming a new survivor, attach all formation details not captured in the body of the form.
• If any consents or ancillary certifications are required by the plan, attach them as exhibits if you are incorporating the plan by attachment. If you are using the on-file statement, keep these in your records.

15) Decide on the method and timing of filing

• Prepare the filing for submission with the required fee. Choose your filing method based on your timeline. If you need a particular effective date, build in review time.
• If you selected a delayed effective date, file early enough to allow for processing so the acceptance occurs in time.

16) Coordinate post-filing housekeeping

• Prepare internal communications to members, donors, grantors, banks, landlords, and insurers about the merger, effective date, and any changes to names or tax IDs.
• Update contracts, letterhead, websites, and fundraising materials to reflect the survivor’s name and status on the effective date.
• If a foreign survivor will conduct activities in Texas, ensure registration in Texas is in place by the effective time.

17) Keep records

• Keep the filed certificate of merger and confirmation of filing in your minute book.
• Keep the plan of merger and all approvals, notices, and consents with your records. If you used the on-file statement, you must provide a copy of the plan on request to members or creditors entitled to it.

Practical tips

• Align your effective date with accounting periods to simplify financial reporting and grant audits.
• If members vote by class, document separate approvals by each class entitled to vote. The certificate should reflect that the vote met the required thresholds.
• Address restricted gifts and endowments directly in the plan. State that the survivor will honor the restrictions and identify the successor fund or program if names are changing.

Common pitfalls to avoid

• Inconsistencies between the plan and the certificate. Make sure names, survivor identity, and effective date match.
• Missing member approval when the nonprofit has voting members. Do not assume board approval alone is enough.
• Overlooking third-person approvals required by governing documents or donor agreements.
• Attempting to use the form for an asset transfer or a conversion. It will be rejected or will not achieve your intended legal effect.

If you follow these steps and ensure the certificate matches your plan and approvals, your Form 624 filing will cleanly effect the merger under Texas law and set your nonprofit up for a smooth operational transition.

Legal Terms You Might Encounter

• A plan of merger is the written agreement that lays out who is merging, who will be the surviving entity, and what happens to memberships, directors, assets, and liabilities once the merger takes effect. On Form 624, you either attach the plan or include specific statements that the plan exists, is on file at the principal office, and will be provided to members or owners on request.
• The surviving entity is the organization that continues to exist after the merger. All other parties to the merger are disappearing entities. Form 624 asks you to identify the surviving entity by its exact legal name, jurisdiction, and organizational type. If the survivor’s name will change as a result of the merger, include that in your plan and reflect the correct name on the form.
• Governing authority means the group or individuals who have the legal power to approve the merger for a nonprofit. In many nonprofits, this is the board of directors. If your members have voting rights on a merger, the governing authority usually proposes the merger, and the members approve it. Form 624 requires you to state how the merger was approved.
• Members entitled to vote refers to the class or classes of members who have voting rights on a merger under your certificate of formation and bylaws. If your nonprofit has no voting members or members without voting rights on fundamental actions, Form 624 will have you state that fact. If you have voting members, you’ll state the vote required and the vote achieved.
• Class voting means each class of members votes separately when the merger affects them in a particular way, such as changing their rights or converting their memberships. If your nonprofit uses class voting, Form 624 must reflect approval by each class that is entitled to vote, not just a combined total.
• Conversion of memberships describes what happens to memberships in the disappearing entity. Your plan must explain whether memberships convert to memberships in the survivor, become another kind of membership, or are canceled. Form 624 asks you to confirm that the plan addresses these conversions appropriately.
• The effective date and time are when the merger legally takes effect. You can choose effectiveness when the filing is accepted or delay it to a specific date and time. Form 624 lets you pick an immediate effectiveness or a delayed effective date, typically within a limited window. Align this with the dates in your plan, notices, and any related filings.
• A delayed effective provision lets you set a future date (or a future event within a short timeframe) for the merger to become effective. If you use a delayed effective date on Form 624, coordinate it with your plan, board, and member resolutions, and any certificate of formation or foreign registration you file with the same package.
• Foreign entity registration applies when the surviving entity is formed in another jurisdiction but will do business in Texas after the merger. If the survivor is foreign and not already registered, you generally submit the survivor’s registration at the same time you file Form 624. The form asks you to identify the survivor’s jurisdiction so the filing office can process related documents.
• Abandonment means the parties decide not to proceed with the merger after approvals but before it becomes effective. Your plan can provide how abandonment works and who can approve it. If you abandon the merger after submitting Form 624 but before it’s effective, you’ll need to follow the plan’s abandonment steps and notify affected parties accordingly.

FAQs

Do you have to attach the plan of merger to Form 624?

No, not always. You can either attach the full plan or include the alternative statements that a signed plan exists, is on file at the principal office of the surviving entity, and a copy will be furnished on request to any party or owner/member entitled to receive it. Attaching the plan can be helpful if third parties later need to see the terms without requesting them from you.

Do you need member approval for a nonprofit merger?

Usually, yes, if your members have voting rights on fundamental actions. If your nonprofit has no voting members, or your governing documents don’t grant members a vote on mergers, board approval may be sufficient. On Form 624, you must describe how the merger was approved—by board, by members, or both—and confirm you met the required vote thresholds.

Can you delay the effective date of the merger?

Yes. You can choose immediate effectiveness upon filing or a delayed effective date. Delays are typically limited in duration. If you pick a later date, make sure your plan, notices to stakeholders, and any related filings use the same effective date. Mismatched dates can create gaps that complicate banking, payroll, contracts, and insurance.

Do you need a tax clearance to file a nonprofit merger?

Nonprofits often do not need a tax clearance certificate to file a merger, but requirements can vary based on the parties and the transaction details. Confirm the current rule before you submit your package. If any for‑profit entity is a party and will terminate, additional tax steps may apply outside this form.

Can a nonprofit merge with a for‑profit entity?

Mergers can involve different entity types, but nonprofits face restrictions on distributions and use of assets. If a for‑profit entity is part of the transaction, you need a plan that respects nonprofit constraints and any charitable trust rules. On Form 624, you’ll identify each party’s type and jurisdiction and confirm proper approvals.

Do you need to register the surviving entity if it is formed outside Texas?

If the survivor is foreign and will transact business in Texas, you generally submit its registration at the same time you file Form 624. Coordinate effective dates and registered agent information so the foreign registration and the merger become effective without a gap.

Can you create a new nonprofit as the survivor in the merger?

Yes. The plan can form a new nonprofit as the survivor. In that case, submit the new certificate of formation with your Form 624. Align the effective dates and ensure the new name is available. The plan should also specify how memberships convert into the new entity.

Do you need to notify the IRS or donors after the merger?

Yes. Update the IRS so it recognizes the surviving entity correctly. If the EIN changes, or if the survivor’s name or address changes, file the appropriate updates. You should also notify donors, grantors, lenders, agencies, vendors, and partners so gifts, contracts, and payments continue without interruption.

Checklist: Before, During, and After the Form 624 – Certificate of Merger for Nonprofit Corporation

Before signing

Governance approvals

• Board resolutions approving the plan of merger.
• Member approvals, if required, including class votes where applicable.
• Written consents if you use the action by consent.

Plan of merger

• Final, signed plan covering parties, survivor, asset and liability transfer, membership conversion, director/officer transitions, and any name changes.
• Abandonment provisions and effective date/time language.

Entity information

• Exact legal names, jurisdictions, organizational types, and file numbers for all parties.
• Registered agent and office for the survivor.
• Principal office addresses for each party (if needed in your plan or internal records).

Name and formation checks

• Name availability for the survivor if it will change or if a new entity will be created.
• Draft certificate of formation if the survivor is newly formed.
• Draft foreign registration if the survivor is foreign and will transact business in Texas.

Contracts and approvals

• Third‑party consents or notices (leases, loans, grants, insurance, IP licenses, vendor agreements).
• Donor and restricted fund reviews to confirm permissible transfers and required notices.

Tax and finance

• IRS and state tax account updates plan (EIN, address, fiscal year, payroll).
• Banking transition plan (signers, resolutions, account merges).

Records and communications

• Member and stakeholder communications schedule.
• Updated bylaws or board policies if governance will change at effectiveness.

During signing

Accuracy of identity details

• Legal names exactly as on formation or registration filings.
• Entity types and jurisdictions are correctly stated for each party.

Survivor clarity

• Surviving entity correctly identified, including any name change at effectiveness.
• Registered agent and office confirmed for the survivor in Texas (or foreign registration prepared).

Approval statements

• Check the boxes/sections that match how approvals occurred (board, members, or both).
• Include class voting details if any member class voted separately.
• If no member vote was required, state the basis (e.g., no voting members).

Plan handling

• Decide whether to attach the plan or use the on‑file statement.
• If using the on‑file statement, ensure the plan is signed and stored at the survivor’s principal office.

Effective date/time

• Choose immediate or delayed effectiveness and ensure date/time formats are correct.
• Align delayed dates across all related filings (formation or foreign registration).

Signatures

• Ensure the signer has authority under your governing documents.
• Confirm signature blocks match entity names and titles.
• If multiple entities must sign, include all required signatures or authorizations.

Attachments and payment

• Include any required attachments (plan of merger, certificates, consents).
• Prepare payment in the required form and amount.

After signing

Filing package

• Submit Form 624 with all attachments and the required fee.
• If creating a new survivor, file the certificate of formation with coordinated effectiveness.
• If the survivor is foreign, file the application for registration concurrently.

Confirmation

• Obtain a file‑stamped copy or certificate of filing.
• Verify the stated effective date/time on the acknowledgment.

Internal updates

• Update bylaws, corporate records, member ledger, and governance rosters.
• Record transfer of assets, liabilities, and contracts in your books.

External updates

• Notify IRS of name/address changes or structural changes; confirm exempt status continuity.
• Update state and local tax accounts, payroll, unemployment, and sales/use where applicable.
• Notify banks, insurers, donors, grantors, lenders, landlords, vendors, and partners.
• Update websites, letterhead, donation receipts, and public communications.

Licenses and permits

• Amend or reissue any licenses, permits, or registrations under the survivor’s name.
• Review charitable solicitation or fundraising notices required in relevant jurisdictions.

Recordkeeping

• Store the signed plan of merger at the survivor’s principal office.
• Keep board and member approvals, filed Form 624, and acknowledgments in your minute book.

Common Mistakes to Avoid

• Don’t skip member or class approvals when required. If your members—or a class of members—have voting rights on mergers, you must obtain and document the correct vote. Missing class votes can invalidate the merger and force you to start over.
• Don’t misstate the survivor’s name or jurisdiction. A small naming error or wrong jurisdiction can delay filing or produce a filing that doesn’t match your other records. Consequence: rejection, corrective filings, and missed effective dates.
• Don’t mismatch effective dates across filings. If your Form 624, certificate of formation, and foreign registration use different effective dates, your survivor may exist before it is registered or vice versa. Consequence: inability to open bank accounts, bind insurance, or sign contracts.
• Don’t forget to include the plan or the on‑file statement. If you choose not to attach the plan, you must include the required statements confirming it exists and will be provided on request. Consequence: rejection for incomplete information.
• Don’t overlook post‑merger notifications. Failing to notify the IRS, donors, grantors, or regulators can put your fundraising and tax reporting at risk. Consequence: delayed gifts, disrupted grants, account holds, and compliance gaps.

What to Do After Filling Out the Form

File the form and related documents

• Submit Form 624 with the required fee and any attachments.
• If the survivor is newly formed, file the certificate of formation in the same package and align the effective date/time.
• If the survivor is foreign and will operate in Texas, file the application for registration with coordinated effectiveness.

Align effectiveness and confirmations

• Track the filing acknowledgment and confirm the exact effective date/time.
• If you used a delayed effectiveness, ensure your operational “cutover” (banking, payroll, insurance, website) happens on or after that time.

Implement the plan of merger

• Transition directors and officers to the survivor per the plan.
• Transfer assets, assign contracts, and assume liabilities as stated in the plan.
• Convert or cancel memberships according to the plan and issue any new membership confirmations.

Update tax and financial records

• Notify the IRS of changes to name, address, or responsible party; confirm how the EIN will be used going forward.
• Update payroll and state tax accounts, and adjust withholding and unemployment registrations as needed.
• Provide updated banking resolutions to financial institutions and move accounts under the survivor.

Notify stakeholders

• Send merger notices to donors, grantors, and partners that rely on your nonprofit status or mission alignment.
• Inform landlords, insurers, vendors, and service providers of the survivor’s legal name and tax information.
• Update major contracts to reflect the successor entity and secure any required third‑party consents.

Refresh governance and compliance

• Adopt updated bylaws or policies if governance changed in effectiveness.
• Update the registered agent or registered office if the survivor will use a different agent or address.
• Review licenses, permits, and any required state charitable filings and amend them to the survivor.

Record and store documentation

• Keep the signed plan of merger at the survivor’s principal office.
• Add the filed Form 624, certificate of formation or foreign registration, and all approvals to your minute book.
• Maintain a master list of effective dates and notified parties for audit readiness.

Monitor the first 90 days

• Verify donations and grants are received under the survivor’s name and EIN.
• Confirm insurance endorsements are updated to the survivor.
• Reconcile vendor and payroll systems to eliminate duplicate or inactive accounts.

Amend if something changes

• If you discover a clerical error after filing, prepare the appropriate corrective filing promptly.
• If you need to adjust the plan after effectiveness, follow the plan’s amendment process and update internal and external parties.