How to Amend Certificate of Formation in Texas


Steve Goldstein
Steve Goldstein
Business Formation Expert
Steve Goldstein runs LLCBuddy, helping entrepreneurs set up their LLCs easily. He offers clear guides, articles, and FAQs to simplify the process. His team keeps everything accurate and current, focusing on state rules, registered agents, and compliance. Steve’s passion for helping businesses grow makes LLCBuddy a go-to resource for starting and managing an LLC.

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Amend Texas Certificate of Formation

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.

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

What is a Texas Certificate of Formation?
A Texas Certificate of Formation is a document filed with the Texas Secretary of State to create a limited liability company (LLC). It establishes the LLC’s name, registered agent, and management structure.
How do I amend a Texas Certificate of Formation?
To amend a Texas Certificate of Formation, a Certificate of Amendment must be filed with the Texas Secretary of State. This document must include the original Certificate of Formation, the amendment, the signature of the company’s authorized representative, and the applicable filing fee.
How much does it cost to amend a Texas Certificate of Formation?
The filing fee to amend a Texas Certificate of Formation is $25.
How long does it take to amend a Texas Certificate of Formation?
It typically takes between 1-3 business days for the Texas Secretary of State to process an amendment to a Texas Certificate of Formation.
What changes can be made to a Texas Certificate of Formation?
A Texas Certificate of Formation can be amended to change the LLC’s name, registered agent, management structure, or other details related to the LLC’s formation.
Does a Texas Certificate of Formation amendment require a notary?
No, a notary is not required for a Texas Certificate of Formation amendment.
Can I amend a Texas Certificate of Formation online?
Yes, a Texas Certificate of Formation amendment can be filed online through the Texas Secretary of State website.
What other documents should be filed with a Texas Certificate of Formation amendment?
When filing an amendment to a Texas Certificate of Formation, the original Certificate of Formation, the amendment, the signature of the company’s authorized representative, and the applicable filing fee must be included.
Can I amend the registered agent on a Texas Certificate of Formation?
Yes, a Texas Certificate of Formation can be amended to change the registered agent.
Can I change the name of my LLC in a Texas Certificate of Formation amendment?
Yes, the name of an LLC can be changed in a Texas Certificate of Formation amendment.
Can I change the management structure of my LLC in a Texas Certificate of Formation amendment?
Yes, the management structure of an LLC can be changed in a Texas Certificate of Formation amendment.
Does a Texas Certificate of Formation amendment need to be signed by all members of an LLC?
No, a Texas Certificate of Formation amendment does not need to be signed by all members of an LLC. It only needs to be signed by the company’s authorized representative.
Do I need to publish a notice of amendment to a Texas Certificate of Formation?
No, the publication of a notice of amendment to a Texas Certificate of Formation is not required.
How do I know if my Texas Certificate of Formation amendment has been accepted?
The Texas Secretary of State will provide a confirmation when an amendment to a Texas Certificate of Formation has been accepted.
What happens if I don’t amend my Texas Certificate of Formation?
Failing to amend a Texas Certificate of Formation can have serious legal consequences. It is important to keep the LLC’s Certificate of Formation up to date.
Can I change the ownership information in a Texas Certificate of Formation amendment?
No, the ownership information of an LLC cannot be changed in a Texas Certificate of Formation amendment.
Is an amendment to a Texas Certificate of Formation a public document?
Yes, an amendment to a Texas Certificate of Formation is a public document and can be accessed by the public.
Is there a deadline for filing a Texas Certificate of Formation amendment?
No, there is no deadline for filing a Texas Certificate of Formation amendment.
Can I amend a Texas Certificate of Formation after it has been filed?
Yes, a Texas Certificate of Formation can be amended after it has been filed.
Do I need to provide proof of business address when filing a Texas Certificate of Formation amendment?
No, proof of business address is not required when filing a Texas Certificate of Formation amendment.
Do I need to provide proof of name when filing a Texas Certificate of Formation amendment?
No, proof of name is not required when filing a Texas Certificate of Formation amendment.
Is an original signature required to file a Texas Certificate of Formation amendment?
Yes, an original signature is required to file a Texas Certificate of Formation amendment.
Can I make changes to my Texas Certificate of Formation after it has been filed?
Yes, changes can be made to a Texas Certificate of Formation after it has been filed.
How long does an amendment to a Texas Certificate of Formation remain in effect?
An amendment to a Texas Certificate of Formation remains in effect until it is amended or revoked.
What is the penalty for failing to file a Texas Certificate of Formation amendment?
Failing to file a Texas Certificate of Formation amendment can result in fines and other penalties.
Can I change the purpose of my LLC in a Texas Certificate of Formation amendment?
Yes, the purpose of an LLC can be changed in a Texas Certificate of Formation amendment.
Is a Texas Certificate of Formation amendment subject to approval?
No, a Texas Certificate of Formation amendment is not subject to approval.
Is a Texas Certificate of Formation amendment effective immediately?
Yes, a Texas Certificate of Formation amendment is effective immediately upon filing with the Texas Secretary of State.
What is a Certificate of Formation for a Texas LLC?
A Certificate of Formation is a document used to register a limited liability company (LLC) with the Texas Secretary of State. It must be filed with the state and contains information about the LLC, such as its name, purpose, and members.
How do I amend a Certificate of Formation for a Texas LLC?
An LLC may amend its Certificate of Formation by filing an amendment with the Texas Secretary of State. The amendment must include the LLC name, the filing number, the date of filing, and the proposed changes to the Certificate of Formation.
What is the filing fee to amend a Certificate of Formation for a Texas LLC?
The filing fee to amend a Certificate of Formation for a Texas LLC is $40.
What information is required to amend a Certificate of Formation for a Texas LLC?
The information required to amend a Certificate of Formation for a Texas LLC includes the LLC name, the filing number, the date of filing, and the proposed changes to the Certificate of Formation.
How long does it take to amend a Certificate of Formation for a Texas LLC?
It typically takes 5-7 business days to amend a Certificate of Formation for a Texas LLC.
How do I know if my Certificate of Formation for a Texas LLC has been amended?
You can check the status of your amendment by visiting the Texas Secretary of State’s website and searching for your LLC by name or filing number.

Also Read

Why Texas LLC Amendment is So Important

However, like any set of laws, the Texas LLC regulations need to stay current with the times in order to remain effective in protecting business owners and investors. That is why the proposal to amend the Texas LLC laws is so critical. These proposed changes seek to modernize and streamline the rules and regulations governing LLCs, making it easier for business owners to navigate the complexities of starting and maintaining a successful company.

One of the key reasons why the Texas LLC Amendment is so important is that it will help foster a more conducive environment for business growth and innovation. By simplifying the rules and regulations, business owners can spend less time and money on compliance and more time and resources on developing their products and services, creating jobs, and contributing to the Texas economy. This is especially crucial in today’s fast-paced and competitive business landscape, where efficiency and agility can be the difference between success and failure.

Furthermore, the proposed amendments to the Texas LLC laws will also help enhance transparency and accountability within LLCs. By clarifying the roles and responsibilities of owners, managers, and members, the amendments will help mitigate conflicts and disputes that can arise within a company. This will ultimately serve to protect the interests of all parties involved and ensure the long-term viability of the business.

Another reason why the Texas LLC Amendment is so crucial is that it will create a more level playing field for businesses of all sizes. By removing unnecessary barriers and red tape, the amendments will make it easier for small businesses and startups to compete with larger, more established companies. This will help drive innovation and entrepreneurship in the state, creating new opportunities for growth and development.

Lastly, the Texas LLC Amendment is important because it will help preserve Texas’ reputation as a favorable destination for businesses to set up shop. In today’s global economy, businesses have a multitude of options when it comes to choosing where to establish their operations. By updating and modernizing the Texas LLC laws, the state can continue to attract new businesses and investment, further solidifying its position as a leader in business-friendly policies.

In conclusion, the proposed amendments to the Texas LLC laws are not only important but essential for the continued success and prosperity of businesses in the state. By modernizing and streamlining the rules and regulations governing LLCs, Texas can create a more conducive environment for business growth and innovation, enhance transparency and accountability, level the playing field for businesses of all sizes, and preserve its reputation as a top destination for businesses to thrive. It is imperative that these changes are made to ensure that Texas remains a leader in the business world for years to come.

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.

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