Texas Corporation Amendments

How to Amend a Texas Certificate of Formation

Texas law requires corporations to keep vital information up to date. Learn how to amend your Certificate of Formation and how we can help you stay compliant.

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To start your Texas corporation, you first need to file a Certificate of Formation with the Secretary of State. This Certificate of Formation must include important information that will set forth the foundation of your business. But what happens when you need to make changes or additions to this information? 

Whenever you do make updates to the information included in your Certificate of Formation, it’s important to keep the state informed of any changes. If you’re not sure how to get started, read on to learn more about the filing process, when it has to be done, and how we can help. 

What are Texas Certificates of Formation? 

Texas requires corporations to file a Certificate of Formation with the Texas Secretary of State. Filing your Certificate of Formation registers your business in the state and provides the benefits of a corporation, which include:

  • Separation of corporate and personal finances
  • Legal liability protection
  • Respect from potential investors

Need to form your business first? Head over to our page on Texas corporation formation services, and we can file your Certificate of Formation with the Secretary of State for you.

Step 1: Determine if you need to change your Texas Certificate of Formation 

The information provided to the Secretary of State by your Certificate of Formation serves multiple purposes. The Certificate provides contact information for your corporation so the Secretary of State can send important correspondence or contact you when necessary. The Certificate also includes information about your corporation’s registered agent. Registered agent information is publicly available, so any party involved in a lawsuit with your corporation knows where to send service of process. 

Essentially, the State of Texas requires corporations to update any other information contained in their Certificate of Formation in the event it no longer applies. 

Step 2: Understand the pitfalls of not filing an amendment 

If your Certificate of Formation contains outdated information, the Secretary of State can experience difficulty contacting you and notifying the corporation of any compliance issues. Without accurate information about your corporation, your business may fall out of good standing with the state. 

When requested, the Texas Secretary of State issues Certificates of Fact, also referred to as Certificates of Status or Certificates of Existence, that verify to third parties that your corporation is in compliance with corporate and legal requirements in Texas. If your corporation loses its good standing because of a failure to update the Secretary of State, the Certificate of Fact will reflect that your business isn’t in good standing with the state. The inability to obtain a Certificate of Fact can negatively impact your corporation’s ability to attract investors and expand its operations.

Step 3: Keep your Texas corporation compliant with a Certificate of Amendment

Texas provides corporations the option of filing a Certificate of Amendment that can alter the original Certificate of Formation in three ways:

  • Adopting an amendment to change the language of an existing provision in the Certificate of Formation
  • Adding a provision to the Certificate of Formation
  • Deleting a provision from the Certificate of Formation

Any information that was legally allowed to be in the original Certificate of Formation can be altered, added, or deleted by a Certificate of Amendment. 

While not required, it’s also recommended to be as specific as possible and attach supporting documentation where applicable. Doing so can help verify that any amendments made were properly approved for adoption by the corporation. 

Step 4: Change certain items through separate filings (if necessary)

A corporation may file an amendment to any provisions that were or could have been included in the original Certificate of Formation. However, while there are no items that require separate filings, there are certain pieces of information that you may choose to change through separate filings. For example, if the only change you need to make is to the name or office of the corporation’s registered agent, you can file for Change of Registered Agent/Office instead. 

No matter what changes you need to make, we can help make the process easier on you. With our Worry-Free Compliance, registered agent, and amendment services, we can help you start, manage, and grow your business today.

Let us guide you through the amendment process

Getting your Texas corporation up and running requires a lot of work. But it doesn’t end there. Even after you complete the formation process, there will always be something else for you to do to keep your business operating and state-compliant.  

While there’s a lot of information to be aware of when it comes to amending your Texas Certificate of Formation, you don’t have to keep track of everything on your own. With our Worry-Free Compliance service, which includes up to two yearly amendments, we can help you stay on track and stay compliant so that you can focus on running and managing your business.

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities need to file a Texas Certificate of Formation Amendment?

    The Certificate of Amendment form provides a list of the entities that are authorized to file a Certificate of Amendment. These entities include for-profit corporations, professional corporations, professional associations, nonprofit corporations, limited liability companies (LLCs), professional limited liability companies (PLLCs), and limited partnerships (LPs)

  • How much does it cost to file a Texas Certificate of Formation amendment?

    Filing fees for Texas corporations are always subject to change. Thus, make sure to consult the Certificate of Amendment form for the most current pricing information.

  • Who can file a Texas corporation amendment?

    Unless the corporation hasn’t issued any shares, Texas requires an officer of the corporation to sign a Certificate of Amendment prior to filing. When no shares have been issued, a majority of directors can sign the Certificate of Amendment.

  • Where do I file a Texas corporation amendment?

    Texas allows corporations to file Texas Certificate of Formation amendments online using the SOSDirect website for corporate filings. Alternatively, you can mail a completed Certificate of Amendment form to their office in Austin, Texas, or you can deliver the form in person. However, note that Texas requests submission of two copies, and the duplicate copy will be returned to the corporation.

  • Is a Texas corporation amendment the same as an annual report?

    No. Texas requires corporations to file a Certificate of Amendment when information contained in their Certificate of Formation changes. Texas requires corporations to submit a Public Information Report, referred to as an annual report by most states, every year.

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