Key Takeaways

  • A Certificate of Amendment in Texas updates your entity’s formation details with the Secretary of State.
  • You can amend business name, address, ownership, management structure, or business purpose.
  • Use Form 424 for domestic corporations and LLCs; foreign entities typically use Form 406 or another specific form.
  • You may amend multiple provisions at once, and there is no limit to how many times you can file amendments.
  • Filing can be done online via SOSDirect, by mail, or in person, with processing options including expedited service.
  • Accurate and complete filings help avoid rejection, delays, or penalties.
  • Failure to amend business information may result in legal or administrative consequences.

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.

Common Types of Amendments

Businesses often file a certificate of amendment in Texas to reflect changes such as:

  • Entity name change: One of the most common reasons for filing.
  • Principal office or registered agent updates: Though some changes may require a separate filing (e.g., Form 401 for registered agent updates).
  • Business purpose or activity adjustments: Updating the nature of services or goods provided.
  • Governance changes: Modifying or replacing directors, managers, officers, or member structure.
  • Stock or ownership alterations: Adding or removing shareholders or adjusting stock structure (for corporations).
  • Conversion of entity type: Although this usually requires a certificate of conversion, amendments may play a role in the transition process.

Being clear about what you need to amend will determine the correct form and filing method.

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.

How to File a Certificate of Amendment in Texas

Filing a certificate of amendment in Texas can be done in three ways:

  1. Online via SOSDirect
    • Visit SOSDirect
    • Log in or create an account.
    • Navigate to the appropriate business filing section.
    • Upload or complete Form 424.
    • Pay filing fee via credit card.
  2. By Mail
    • Complete the correct amendment form (e.g., Form 424).
    • Include the appropriate payment (check or money order).
    • Mail to:
      Secretary of State
      P.O. Box 13697
      Austin, TX 78711-3697
  3. In Person
    • Visit the James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701.
    • Bring your completed documents and payment.

Processing Times:

  • Standard: 3–5 business days.
  • Expedited: Next business day (additional $25 fee).

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.

Key Considerations Before Filing

Before submitting a certificate of amendment in Texas, consider the following:

  • Accuracy is critical: Ensure the legal name, formation number, and changes are error-free.
  • Business compliance: You must be in good standing (no overdue franchise taxes) to amend.
  • Multiple amendments: You can make multiple changes with a single filing, but they must be clearly outlined.
  • Registered agent updates: Do not use Form 424 for this; instead, file Form 401.

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.

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.

Tips to Avoid Rejection

The Texas Secretary of State may reject your amendment filing for several reasons. Here’s how to prevent that:

  • Use the correct form based on entity type.
  • Do not cross out text or use handwritten edits on forms.
  • Include all signatures as required—typically by an authorized officer or member.
  • Submit payment correctly, whether online or by mail.
  • Include supplemental documents if amending names or other articles that may affect licenses or permits.

A legal review can help ensure your form is complete and compliant. You can find a qualified attorney on UpCounsel to assist with filing your Texas certificate of amendment.

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 [email protected] or phone (512) 463-5555.

Frequently Asked Questions

  1. What is a certificate of amendment in Texas?
    A certificate of amendment updates a business’s official formation documents filed with the Texas Secretary of State, reflecting changes such as name, address, management, or ownership.
  2. Can I file a certificate of amendment online in Texas?
    Yes. You can file online using SOSDirect, the Texas Secretary of State’s official web portal.
  3. What’s the cost to file an amendment in Texas?
    Filing fees generally range from $25 (nonprofits) to $150 (LLCs, corporations), with an optional $25 expedited service fee.
  4. How long does it take to process an amendment?
    Standard filings take 3–5 business days. Expedited filings are processed by the next business day.
  5. Can I change my registered agent using a certificate of amendment?
    No. Registered agent changes require Form 401, which must be filed separately.

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