Texas LLC amendments

How to Amend a Texas Certificate of Formation

Certain LLC changes require amending your Texas Certificate of Formation. Our amendment and Worry-Free Compliance services can keep your business compliant.

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A Texas limited liability company (LLC) must file a Certificate of Formation to become a legal LLC 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.

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

A Certificate of Formation is required by the state in order for the business entity to receive the benefits of being a limited liability company. If any of the original Certificate of Formation information needs to be updated, altered, or expanded, your business is required to inform the state about the changes. 

Looking to start your LLC first? Head over to our Texas LLC formation page to get started today.

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 LLC’s potential future growth.

And remember, it’s the law.

Step 2: Identify what to change in your Texas Certificate of Formation 

Most of the original provisions on your Certificate of Formation can be changed using a Texas Certificate of Amendment. Changing the principal physical address of the business or mailing address is accomplished through the Franchise Tax Report. This annual report updates information with both the Secretary of State and the Comptroller.

According to the Texas Business Organizations Code, an amended Certificate of Formation may contain only provisions that would be permitted if the Certificate of Formation were new, or effect a change, exchange, reclassification, subdivision, combination, or cancellation in the membership or ownership interests or the rights of owners or members of the filing entity.

Changing your Texas LLC’s name

Change your limited liability company name using a Texas Certificate of Amendment. This is important because your business name is the first line of communication with your customers. Once again, though, you will need to check to make sure that the name is available.

Changing your Texas registered agent

All Texas business entities require a registered agent. It’s important to update this person or business with the state. If you need a new registered agent, let us take the hassle out of searching for one with our Texas registered agent service

Members and Managers

You can use section three of the Texas Certificate of Amendment form to list changes to members, managers, and their addresses. You can also change any other provisions that were originally provided in the Certificate of Formation. 

Step 3: Gather information for filing your Texas amendment  

The same Texas Certificate of Amendment form is used for all Texas business entities. Several pieces of information are required to complete the form. 

  • Name of the LLC as currently shown in state records
  • File number issued to the filing entity by the Secretary of State
  • Original formation date
  • New registered agent information (if applicable)
  • Additions, alterations, and deletions to the Certificate of Formation
  • When the amendments are to become effective
  • Signature of an authorized party

If the form doesn’t provide enough room for all of the amendment text, attach additional pages. If you only need to change the registered agent and nothing else, you can forgo the Texas Certificate of Amendment and submit a Statement of Change. 

Step 4: File your Texas LLC amendment 

Submit two copies of your Texas Certificate of Amendment by mail, in person, or by fax. Submit the document to along with proper payment to:

Texas Secretary of State

Mailing: PO BOX 13697, Austin, TX 78711-3697

Physical:  James Earl Rudder Office Building, 1019 Brazos, Austin, TX 78701

Phone: (512) 463-5555

Fax:  (512) 463-5709

The normal processing time is three to five business days with additional time for mailing the duplicate copy. Expedited service is available.

If this seems overwhelming, we can make things easy. We can simplify the amendment process with our amendment service and our Worry-Free Compliance service, which includes two amendments annually.

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. 

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.

Let us make keeping your Texas LLC compliant easy

Running a Texas limited liability company is hard work. Getting amendments approved and implementing changes is hard work. Filing a Texas LLC 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.

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

  • Do I need an attorney to amend my Certificate of Formation in Texas?

    Filing your Certificate of Amendment doesn’t require an attorney. You may consider professional guidance when determining how amendments will impact your business.

  • What business changes can be reported in a Texas LLC Certificate of Amendment form?

    You can change your Texas limited liability company name and registered agent information. You also can add, alter, or delete specific original provisions to your Certificate of Formation.

  • Is a Texas LLC Certificate of Amendment the same as an annual report?

    Texas requires the yearly filing of an Annual Franchise Tax Report. This document contains similar information but can’t be used to amend provisions of the Certificate of Formation. Also, you file amendments whenever changes happen instead of yearly.

  • How long does it take to file an LLC Certificate of Amendment in Texas?

    The normal processing time is three to five business days with additional time for mailing the duplicate copy. Expedited service is available.

  • What will I receive from the state of Texas when the LLC Certificate of Amendment is filed?

    The Texas Secretary of State will return your file-stamped duplicate Certificate of Amendment copy.

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