Amend Certificate of Formation in Texas: When you start an LLC in Texas, you must file the Certificate of Formation. This document records all the details of your LLC, such as name, address, name and address of the Registered Agent, and other business-related information. If you make any changes to the LLC, you must file Certificate of Amendment. Any changes you make to the Certificate of Formation must be properly documented and filed with the Texas SOS.
To amend your Texas Certificate of Formation, you will need to follow a specific process, which typically involves filling out a form, paying a fee, and submitting the amended articles to the Texas SOS. The process is not a lengthy one. In this article, I will share how to amend Texas Certificate of Formation easily. I recommend you read the article till the end to learn everything about the process.
On this page, you’ll learn about the following:
What is Certificate of Formation in Texas?
The Certificate of Formation is a document that is required to form an LLC in Texas. The document must be submitted to the State SOS online or by mail. There are certain details that need to be added while filing the Texas Certificate of Formation. The following are the points to be added to the formation document at the time of LLC registration-
- Name of your Texas LLC
- Principal address of the LLC
- Name and address of the Texas Registered Agent
- Names of all the members and managers of the LLC
- Summary of the LLC’s operation
- Start date of the LLC
- Purpose of the LLC
- Signature of all the members and managers of the LLC
Why Amend Certificate of Formation?
There are six reasons why you need to file the Certificate of Amendment in Texas. Following are the six points to note-
Change of Texas LLC Name: If you change the name of the LLC, you must file it with the SOS. LLCs do not often change the names, but in some cases, if they change it, they immediately have to inform the Texas SOS through Amendment.
It is recommended to check if the name change is absolutely necessary. Because it can affect the whole business. In some cases, it is better to start a new LLC than change the name of an existing one.
Tip from LLCBuddy
Change of Texas LLC Address: Like the business name, if the principal address of the LLC is changed or the company is moved to another place, then Texas LLC has to file the amendment certificate.
Change of Registered Agent: A Registered Agent is the most important person in the LLC. However, when you change or remove the Registered Agent, you must file the amendment with the Texas SOS.
Change of Texas LLC Management: This is another important reason why one should file the Amendment Certificate. If the managerial structure changes in your LLC, it must be filed with the SOS. The new structure, manager, or change in ownership must be filed.
Change of the Purpose of Texas LLC: The purpose of the LLC is mentioned in the Certificate of Formation when it is filed. If the purpose is changed at anytime, for example, non-profit changes to a for-profit organization, or vice-versa, it must be filed with the SOS.
Change of Texas Tax Structure: The Texas LLC classification of taxes is mentioned in the Certificate of Formation at the time of registration of the LLC. Later, if the LLC wants to change the tax structure, it must file the amendment certificate with Texas SOS.
How to Amend Texas Certificate of Formation
It is easy to amend the Certificate of Formation in Texas. There are three prominent steps to follow. The steps are as follows-
Step 1: Determine What Changes You Need in Texas LLC
The first step is to determine what changes you need to make or if you need any changes. For some business experts, it is good to make structural or some other changes to upgrade your LLC after a point of time. For example, managers can change, LLCs can be restructured or move to other places, cities, or states, and you can also change the registered agent.
These changes are common and often take place in Texas LLC. If you think your LLC needs such changes and you determine to make those changes, then you must proceed to the next step.
Step 2: Draft the Texas Certificate of Amendment
The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-
- Name of the LLC
- Purpose of the LLC
- Entity filing number
- Amendments
- Members and Managers’ signature.
Along with these details, LLCs must submit more documents to the Texas SOS.
Step 3: File Texas Certificate of Amendment
The final step is to file the Certificate of Amendment. One has to submit the Certificate of Amendment (PDF) online or by mail to the Texas Secretary of State. If there is a name change, the business name change form should be attached to the Amendment form.
- Filing: To file it by mail or online, the Articles of Amendment form must be submitted to the Certificate of Amendment or uploaded to the Texas SOS website.
Important Information
Cost to File Texas Certificate of Amendment
The cost of filing the Amendment Certificate in Texas is $150. For other types of filing costs, please visit the official website of Texas Secretary of State.
Penalties for Not Filing Certificate of Amendment
Failure to amend Texas Certificate of Formation can lead to legal issues against the LLC. Not filing the amendment certificate means non-compliance with the LLC in Texas. Another consequence of not filing an amendment in Texas is facing legal issues by violating state laws. For example, if a member-managed LLC becomes a manager-managed one in the future and LLC does not file an amendment for that, it will be considered a violation of state law. Hence, the LLC might face legal issues.
FAQs
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Why Texas LLC Amendment is So Important
However, as a business grows and evolves, it may become necessary to make changes to the LLC’s structure or operations. This could include adding or removing members, changing the company’s name, or updating its operating agreement. In Texas, LLCs are required to file an amendment with the Texas Secretary of State whenever there is a change to the company’s formation documents or other important information. This process is relatively simple and inexpensive, but it is crucial for maintaining the LLC’s legal standing and protecting the interests of its owners.
One of the main reasons why the Texas LLC amendment is so important is that it ensures that the company operates in compliance with state laws and regulations. By keeping the company’s information up-to-date, owners can avoid potential legal issues and penalties that could arise from inaccurate or outdated records. This also helps to protect the limited liability status of the LLC, which shields owners from personal liability for the company’s debts and obligations.
Another important reason to file an amendment is to reflect changes in the ownership or management of the business. For example, if a new member is added to the LLC or if an existing member leaves, it is necessary to update the company’s formation documents to reflect these changes. This not only ensures that all owners are properly listed and their rights and responsibilities are clearly defined, but it also helps to prevent disputes and misunderstandings among the members.
Additionally, changing the company’s name or address may require filing an amendment with the Texas Secretary of State. While these may seem like minor details, they play a significant role in the company’s branding and identity. By updating this information, the LLC can maintain a professional image and ensure that clients, customers, and vendors have accurate contact information for the business.
Ultimately, the Texas LLC amendment is important because it helps to protect the company’s legal standing, maintain compliance with state laws, and reflect changes in ownership or management. While making changes to the LLC’s formation documents may seem like a simple task, it is a critical step in ensuring the long-term success and sustainability of the business. By staying proactive and diligent in updating the company’s information, owners can safeguard their interests and promote the growth and prosperity of their LLC.
Conclusion
In conclusion, amending Texas Certificate of Formation is a simple process that requires a few steps to report any changes made to an LLC. Filing the Certificate of Amendment is crucial, and failure to do so can lead to legal issues and non-compliance with state laws. By following the steps outlined in this article and submitting the necessary documents to the Texas Secretary of State, LLCs can successfully amend their Certificate of Formation and maintain compliance with state regulations.