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, even after a business owner has established their LLC, there may come a time when changes need to be made. Whether it’s adding new members, changing the business name, or updating the operating agreement, amendments to the LLC are often necessary in order to keep the business running smoothly.
One of the reasons why amendments to a Texas LLC are so important is that they help to ensure that the business remains in compliance with state laws and regulations. Failing to make necessary amendments can result in fines, penalties, or even the dissolution of the LLC. By making sure that the business is operating in accordance with the law, business owners can avoid costly legal issues and protect the future of their company.
Another reason why amendments to a Texas LLC are crucial is that they allow the business to adapt and grow over time. As a business evolves, its needs and priorities may change. By making amendments to the LLC, business owners can ensure that the company’s structure and operations are aligned with its current goals and objectives. This flexibility is key to the long-term success of any business, allowing it to pivot and adjust as needed in response to changing market conditions or new opportunities.
Amendments to a Texas LLC also provide transparency and clarity for all parties involved. By documenting changes to the business structure or operations in writing, business owners can avoid misunderstandings or disputes down the road. This can be especially important when it comes to issues of ownership, management, or decision-making within the business. By clearly outlining the rights and responsibilities of each member in the operating agreement, amendments help to prevent conflicts and foster a sense of collaboration and trust among stakeholders.
Overall, amendments to a Texas LLC are a critical step in the lifecycle of any business. Whether it’s updating the operating agreement to reflect changes in ownership, adding new members, or making other necessary adjustments, keeping the LLC in compliance and up to date is essential for the health and success of the business. By staying proactive and vigilant in this regard, business owners can protect their investment, mitigate risks, and position their company for future growth and prosperity.
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.