How to Amend Certificate of Formation – For Profit Corporation in Texas (2024)


Steve Goldstein
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Amend Texas Certificate of Formation - For Profit Corporation

Amending the Certificate of Formation – For Profit Corporation in Texas is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the Texas Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend Texas Certificate of Formation – For Profit Corporation in easy steps. It will be helpful for you if you read the article till the end. 

What is the Texas Certificate of Formation – For Profit Corporation?

The Texas Certificate of Formation – For Profit Corporation is a legal document that you need to file with the Secretary of State while registering your corporation in Texas. It is similar to the Certificate of Formation you file while creating an LLC in Texas. If you already own a corporation in Texas, you must know what the Certificate of Formation – For Profit Corporation is. However, those who are not aware of this document can get all the required details from this page. The Certificate of Formation – For Profit Corporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Certificate of Formation – For Profit Corporation.

This document has information related to your corporation. Details like the name of the corp, principal address, Texas Registered Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check. 

Like forming an LLC, for the corporation, it takes some time to form your business in Texas after filing the documents. You can expedite the filing process by paying additional money over the filing fees. 

It is good to make changes in your Certificate of Formation – For Profit Corporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.

– LLCBuddy Editorial Team

How to Amend the Texas Certificate of Formation – For Profit Corporation

There are three main steps to file your amendment to the Texas Certificate of Formation – For Profit Corporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information, 

Step 1: Determine What Changes You Need in Texas Corporation

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Updating your Certificate of Formation – For Profit Corporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Certificate of Formation – For Profit Corporation reflects the current status of a corporation in Texas. The key elements of your updated Certificate of Formation – For Profit Corporation may include the advantages of being a Registered Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Certificate of Formation – For Profit Corporation

The subsequent step involves reviewing the changes. The Texas Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the Texas corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the Texas Corporate Amendment form.

What Can Be Changed in Certificate of Formation – For Profit Corporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in Texas. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Certificate of Formation – For Profit Corporation. 

What Can not Be Changed in Texas Corporate Amendment?

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If you started a corporation in Texas, you must initially have appointed a Registered Agent. You cannot change the initial registered agent in the Certificate of Formation – For Profit Corporation Corporate Amendment. You can change it using other methods and forms available in the Texas SOS. 

Another point is the initial mailing address of your corporation cannot be changed in the Texas Corporate Amendment. In this case, you can change it through other methods requiring different forms. 

The third point is the initial directors who formed the corporation in Texas. The details of the initial directors cannot be changed in the Texas Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the Texas Corporate Amendment

Finally, file the Texas Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the Texas Corporate Amendment. 

If you are in Texas and have formed an LLC, you must file the Certificate of Amendment in Texas with the SOS if you make any changes to the limited liability company.

Why Amend Certificate of Formation – For Profit Corporation in Texas?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

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Change of Texas Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form. 

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in Texas

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the Texas Certificate of Formation – For Profit Corporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company. 

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the Texas Certificate of Formation – For Profit Corporation. 

FAQs

How do I amend my Texas Certificate of Formation for a for-profit corporation?
To amend your Texas Certificate of Formation for a for-profit corporation, you must file Form 424 (Amendment of a Certificate of Formation for a For-Profit Corporation) with the Texas Secretary of State.
What information can be amended on a Texas Certificate of Formation for a for-profit corporation?
You can amend various information on your Texas Certificate of Formation, including the business name, registered agent, office address, and purpose of the corporation.
Is there a fee for amending a Texas Certificate of Formation for a for-profit corporation?
Yes, there is a fee for amending a Texas Certificate of Formation for a for-profit corporation. The current fee for filing Form 424 is $150.
Can I file an amendment online for my Texas Certificate of Formation for a for-profit corporation?
Yes, you can file an amendment online for your Texas Certificate of Formation for a for-profit corporation through the Texas Secretary of State’s SOSDirect website.
How long does it take to process an amendment to a Texas Certificate of Formation for a for-profit corporation?
The processing time for an amendment to a Texas Certificate of Formation for a for-profit corporation can vary, but it typically takes a few business days to several weeks.
Do I need to include a reason for amending my Texas Certificate of Formation for a for-profit corporation?
No, you are not required to include a reason for amending your Texas Certificate of Formation for a for-profit corporation. You only need to provide the necessary updated information.
What happens if I fail to amend my Texas Certificate of Formation for a for-profit corporation?
If you fail to amend your Texas Certificate of Formation for a for-profit corporation to reflect accurate information, you may face potential legal and regulatory consequences.
Can I change the officers or directors of my Texas for-profit corporation through an amendment?
No, you cannot change the officers or directors of your Texas for-profit corporation through an amendment to the Certificate of Formation. Those updates would need to be filed separately.
Will amending my Texas Certificate of Formation affect my business’s standing with the state?
Yes, amending your Texas Certificate of Formation can impact your business’s standing with the state. It’s important to ensure all information is up to date to maintain good standing.
Can I file an amendment to my Texas Certificate of Formation for a for-profit corporation if I originally filed by mail?
Yes, if you originally filed your Texas Certificate of Formation for a for-profit corporation by mail, you can still file an amendment online or by mail with the Texas Secretary of State.
Do I need to notify anyone else besides the Texas Secretary of State when I file an amendment to my Texas Certificate of Formation?
Depending on the nature of the amendment, you may need to notify other entities, such as the IRS, Texas Comptroller of Public Accounts, or other state agencies.
How do I amend a Texas Certificate of Formation for a For-Profit Corporation?
A Texas Certificate of Formation for a For-Profit Corporation can be amended by filing the appropriate form with the Texas Secretary of State.
What is the filing fee for amending a Texas Certificate of Formation for a For-Profit Corporation?
The filing fee for amending a Texas Certificate of Formation for a For-Profit Corporation is $150.
Can I amend the name of a Texas For-Profit Corporation?
Yes, the name of a Texas For-Profit Corporation can be amended by filing a Certificate of Amendment with the Texas Secretary of State.
Do I need to provide a reason for amending a Texas Certificate of Formation for a For-Profit Corporation?
No, a reason for amending a Texas Certificate of Formation for a For-Profit Corporation is not required.
How long does it take to process an amendment to a Texas For-Profit Corporation?
The processing time for an amendment to a Texas For-Profit Corporation varies but is typically around 3-5 business days.
Can I amend the address of a Texas For-Profit Corporation?
Yes, the address of a Texas For-Profit Corporation can be amended by filing a Certificate of Amendment with the Texas Secretary of State.
What information do I need to amend a Texas Certificate of Formation for a For-Profit Corporation?
You will need to provide the name of the corporation, the file number, and the specific changes you wish to make.
Do I need to notify anyone else of the amendment to a Texas For-Profit Corporation?
No, once the amendment is filed with the Texas Secretary of State, no further notification is required.
Can I amend the purpose of a Texas For-Profit Corporation?
Yes, the purpose of a Texas For-Profit Corporation can be amended by filing a Certificate of Amendment with the Texas Secretary of State.
Are there any restrictions on what can be amended in a Texas For-Profit Corporation?
Amendments to a Texas For-Profit Corporation must comply with Texas state law and the corporation’s governing documents.
Can a Texas For-Profit Corporation change its registered agent through an amendment?
Yes, a Texas For-Profit Corporation can change its registered agent by amending the Certificate of Formation.
Can I add or remove directors through an amendment to a Texas For-Profit Corporation?
Yes, directors of a Texas For-Profit Corporation can be added or removed through an amendment to the Certificate of Formation.
Can I amend the bylaws of a Texas For-Profit Corporation through the Certificate of Formation?
No, amendments to the bylaws of a Texas For-Profit Corporation must be done separately from the Certificate of Formation.
Can I amend the authorized shares of a Texas For-Profit Corporation through a Certificate of Amendment?
Yes, the authorized shares of a Texas For-Profit Corporation can be amended through a Certificate of Amendment filed with the Texas Secretary of State.
Can a Texas For-Profit Corporation amend its fiscal year end through a Certificate of Amendment?
Yes, the fiscal year end of a Texas For-Profit Corporation can be amended through a Certificate of Amendment filed with the Texas Secretary of State.
How do I obtain a copy of my amended Texas For-Profit Corporation Certificate of Formation?
You can request a copy of your amended Texas For-Profit Corporation Certificate of Formation from the Texas Secretary of State for a small fee.
Can I combine multiple amendments into one filing for a Texas For-Profit Corporation?
Yes, multiple amendments can be combined into one filing for a Texas For-Profit Corporation as long as they are related changes.
Can I amend the business activities of a Texas For-Profit Corporation?
Yes, the business activities of a Texas For-Profit Corporation can be amended through a Certificate of Amendment filed with the Texas Secretary of State.
Can the name of a Texas For-Profit Corporation amendment be reserved before filing?
Yes, you can reserve the amended name of a Texas For-Profit Corporation for up to 120 days before filing the Certificate of Amendment.

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In Conclusion

Amending the Texas Certificate of Formation – For Profit Corporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in Texas might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with Texas SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.

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