How to File a Texas LLC or Corporation Amendment

A Texas limited liability company (LLC) or corporation must file a Certificate of Formation to become a legal business in the state. This document provides basic information needed to register your business. However, it’s not uncommon for this information to change. When this happens, you are required to file a Certificate of Amendment detailing these changes in order to stay compliant with the state. If this sounds scary, don’t worry! Let’s take a closer look at the process of filing an amendment to your Certificate of Formation in Texas, why you might need to do so, and how we can help.

Amending Your LLC or Corporation’s Certificate of Formation

A Certificate of Formation is the document that Texas requires in order to formally register a corporation or LLC. There are slightly different versions of the form for each business type, but they are required by the state in order for the business entity to receive the benefits of being a formal company. If any of the information originally listed on the Certificate of Formation needs to be updated, altered, or expanded, your business is required to inform the state about the changes. 

Looking to start your LLC first? Or is a corporation more your speed? Head over to our Texas LLC formation page or our Texas corporation formation page to get started today.

Step 1: Determine if you need to file an amendment

If you need to change any of the information in your corporation or LLC’s Certificate of Formation, then you’ll likely need to file a Certificate of Amendment. But the exact information you might need to change will vary depending on your business type.

For LLCs, the Certificate of Formation covers:

• The name of the LLC
• The name and address of the registered agent
• How the LLC is managed: members or managers
• Names and addresses of the governing persons
• The purpose of the LLC
• The LLC’s initial mailing address
• Any supplemental provisions
• Name, address, and signature of the organizer

Meanwhile, the Certificate of Formation for a corporation covers this info:

• Name of the corporation
• Name and address of the registered agent
• Names and addresses for each initial director
• Number and classes of shares the corporation can issue
• Business purpose
• Supplemental provisions
• Name, address, and signature of the incorporator

Changes to this information will require you to file an amendment.

Step 2: Determine what information you need to change

Now it’s time to narrow down which information needs to change. Using the Certificate of Amendment, you can make one or more of the following changes:

• Change the company name
• Update the registered agent and registered office
• Add, alter, or delete any other provisions, including provisions you added

Why should I update my Certificate of Formation?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal business in Texas, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business.

Are there penalties if I don’t?

If your Certificate of Formation isn’t current, it could impact your ability to get a Texas Certificate of Fact – Status (called a Certificate of Good Standing in most states). This document isn’t required to conduct business, but it’s important for business accounts, members, and potential investors. Essentially, failure to keep your business up to date with state requirements can severely limit your company’s potential future growth.

And remember, it’s the law.

Step 3: Gather the information you need to file your Certificate of Amendment

Once you’ve narrowed down which articles you’ll be amending, it’s time to make sure you know what exactly you’ll provide on your amendment certificate. For example, you’ll need to make sure you have the right address or the right spelling for your new registered agent. Alternatively, if you’re updating provisions you included in your original formation documents, you’ll want to ensure you’ve got the proper wording for the article you’re changing.

Within your Certificate of Amendment, you’ll also need to confirm that your business stakeholders approved the amendment. While you aren’t required to explain exactly how these approvals were made, you should confirm that the appropriate procedure was followed before you file this amendment.

Step 4: File your Texas Certificate of Amendment

Unlike a lot of states, Texas doesn’t have a separate version of the Certificate of Amendment for different business types; a wide variety of businesses, including LLCs and corporations, can file the same form. Once completed, you’ll file this form with the Secretary of State.

For most business entities, the filing fee for this certificate is $150 (at the time of this writing). Once your form is processed, your business amendment will go into effect.

Texas Certificate of Amendment vs. Restated Certificate of Formation

Under the Texas Business Organizations Code, a business entity has a right to restate its Certificate of Formation to:

• State the text of the Certificate of Formation (as amended, corrected, or restated) to include all previous amendments carried forward.
• State the text of the Certificate of Formation to include all previous amendments and each new amendment. 

The purpose of a restated Certificate of Formation is to collect what may be a number of different amendments and the previous Certificate of Formation (whether original, restated, or corrected) into one document that will be the current Certificate of Formation. Restated certificates may be filed after the amendments have been filed or simultaneously. 

The filing fee for a Restated Certificate of Formation is $300 (as of this writing).

Texas Certificate of Amendment vs. Certificate of Correction 

A Statement of Correction is used only if the information given contained an inaccurate or erroneous statement or was defectively or erroneously signed, sealed, acknowledged, or verified. Amendments aren’t used for errors or inaccuracies. For example, if you misspelled a member’s name or misnumbered their address, you can file a Certificate of Correction to update that information. You can’t use it to change your address or any other information.

Texas Certificate of Amendment vs. Statement of Change

If you’re only changing your registered agent, you don’t have to file the full Certificate of Amendment. You can file the Statement of Change of Registered Office/Agent form instead. If the agent is the only change you’re making, it’s recommended to use this form instead since the filing fee is only $15 for most business entities.

That said, if you’re going to be filing other changes in tandem with your agent change, you’ll need to use the full Certificate of Amendment.

Let us make it easy to keep your Texas business compliant

Running a Texas limited liability company or corporation is hard work. Getting amendments approved and implementing changes is hard work. Filing a Texas LLC or corporation amendment shouldn’t be your biggest hold-up. We can help take the pressure off of maintaining compliance with state filing requirements through our amendment and Worry-Free Compliance services, as well as a myriad of other formation and compliance tools.