A certificate of amendment Texas process can take place any time with as many provisions as necessary as long as the amended provisions could have been added to the original certificate.

About the Certificate of Amendment

As a company expands and its information changes, it becomes necessary to make amendments to its state registration. Common reasons for changes include a new address, new business name, and new management structure. An amendment is filed in the state where the business is incorporated unless it's registered in multiple states. In that case, an amendment needs to be filed in each state.

Reasons for an amendment to be adopted include:

  • The addition of a new provision.
  • The deletion of an existing provision.
  • To change and update the language of an existing provision.

The Texas Business Organizations Code (BOC) has the responsibility of governing the amendments to a Texas certificate of formation. If the proposed amendments are extensive, consider filing Form 414. This is a restated certificate of formation.

Example of Filing a Certificate of Amendment Form 424

The BOC has the responsibility of setting the procedures for amending a professional or for-profit corporation's certificate of formation. The proposed amendment is adopted by the board of directors and submitted to the shareholders for a vote.

Shareholders receive a printed or written notice regarding the proposed amendment no later than 10 days before and not earlier than 60 days prior to the meeting. When the voting commences, a vote equaling two-thirds in the affirmative results in the adoption of the proposed amendment. In the event a series of shares have the option to vote, a two-thirds affirmative vote is necessary for each series or class to adopt the amendment.

There's no limit to the number of amendments that can be submitted and voted on at a shareholders meeting. Amendments may also be adopted when shareholders vote unanimously via written consent. When no shares have been issued, the board of directors resolves to adopt the amendment. The adoption by shareholders isn't in effect. The certificate of amendment will be signed by an officer.

Information for Amending the Certificate of Formation

Filings vary based on the type of business and the type of amendment. All amendments are filed with the Texas Secretary of State.

Corporation

Domestic corporations use Form 424. Foreign domestic file Form 406. Both have a $150 fee.

Limited Liability Company

Domestic LLCs file Form 424 and foreign LLCs file Form 406. These also have a $150 fee. Chapter 101 of the Business Organizations Code governs limited or professional limited liability companies.

Limited Liability Partnership

Domestic limited liability partnerships file Form 707 - Amendment of Appointment of Statutory Agent. Fees can be $0, $5, or $10 depending on the type of business. Form 722 - Amendment to Registration of a Limited Liability Partnership requires a $10 fee. A $200 fee is required per partner.

Limited Liability Partnership

For Form 407 - Amendment to Registration - Foreign Limited Liability Partnership, there's a $10 filing fee and a fee of $200 per partner. The maximum fee imposed is $750.

Limited Partnership

Form 424 for domestic. Foreign limited partnerships file Form 412 - Amended Registration - Foreign limited partnership. Fees are $150.

Nonprofit Corporation

Domestic corporations file Form 424. Foreign corporations file Form 406. The fee is $25.

Professional Corporation

Domestic and foreign work through the Corporations Section files using Form 424 for domestic and Form 406 for foreign corporations. There's a $150 fee. You can request expedited service for an extra $25. When filing the amendment, include a cover letter requesting the service.

Normal processing takes 3-5 days. Expedited processing takes place the following day by the end of the workday. Once processed, you'll receive a file-stamped duplicate copy for your records.

If you need to contact the Texas Secretary of State, you can do so in person, by mail, phone, fax, email, and online. The physical address for the Secretary of State is James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701. The mailing address is P.O. Box 13607, Austin, TX 78711-3697. Email via sosdirect@sos.state.tx.us or phone (512) 463-5555.

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