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

So, why is this amendment so important? The answer lies in the fact that LLCs provide business owners with a level of personal asset protection that is not available with other business structures. By establishing an LLC, business owners are able to separate their personal assets from those of the business, creating a legal barrier that helps shield their personal wealth from the debts and liabilities of the company.

The Texas LLC Amendment seeks to enhance these protections by clarifying and strengthening certain provisions of the existing LLC laws in the state. One of the key components of the amendment is the addition of language that spells out the specific duties and responsibilities of LLC members and managers, providing clear guidelines for how these roles should be carried out. By doing so, the amendment aims to reduce the potential for disputes and misunderstandings among LLC members, ultimately helping to protect the interests of all parties involved.

Another important aspect of the Texas LLC Amendment is its provisions related to liability protection. Under the current laws, LLC members enjoy limited liability for the debts and obligations of the company. However, the amendment seeks to further reinforce this protection by providing additional safeguards against personal liability for LLC members. This added layer of security can be especially valuable in today’s litigious society, where lawsuits are all too common and personal assets are often at risk.

Beyond these specific enhancements, the Texas LLC Amendment also reflects a broader commitment to supporting the growth and success of businesses in the state. By streamlining and modernizing the laws governing LLCs, the amendment helps to create a more business-friendly environment that encourages entrepreneurship and innovation. This, in turn, can lead to increased economic activity, job creation, and overall prosperity for the people of Texas.

Ultimately, the importance of the Texas LLC Amendment cannot be overstated. As businesses continue to thrive in the Lone Star State, it is essential that the legal framework governing these enterprises evolve to meet the changing needs and demands of the marketplace. By enacting this amendment, Texas is sending a clear signal that it is committed to nurturing a business climate that is conducive to growth and success. This, in turn, should give business owners the confidence and peace of mind they need to pursue their entrepreneurial dreams without fear of unnecessary risk or exposure.

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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