Amending an LLC Certificate of Formation in Texas

by Jeff Franco

If you operate an LLC formed in Texas, you may find it necessary to amend the certificate of formation for it as your business evolves. After preparing the amending document, you’ll submit it to the Texas Secretary of State, which is the same office that received the LLC’s certificate of formation. Texas has a number of different amendment forms, so it’s important you prepare the right one that covers the type of amendment you’re making.

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Certificate of Amendments

Texas LLCs that want to make significant changes to the original certificate of formation must file Form 424 with the Texas Secretary of State. As a general guideline, the amendment can only include information that the LLC was eligible to include in the original certificate of formation. Moreover, every member of the LLC must approve the amendment. If, however, the LLC has yet to admit members and is operated by managers, only a majority of the managers must consent to the amendment for it to be effective.

What You Can Amend

Certificate of formations for a Texas LLC require information such as the LLC’s legal name, the name and address of the registered agent, a note on whether the LLC will be managed by members or non-member managers, names of initial members or managers along with their business address and a statement of the LLC’s purpose. When preparing a certificate of amendment, you can expand on each of these items, delete them and if necessary make additions. Note, however, that if the only amendment being made relates to the registered agent, a certificate of amendment isn’t necessary.

Amending Registered Agent Information

Whenever an LLC changes its registered agent or the current resident agent has a different address than what was listed in the certificate of formation, the Texas Secretary of State considers it to be an amendment to the certificate, but allows you to file Form 401 instead of Form 424. Moreover, the document gives you the option of filing it ahead of time and choosing a future effective date or having it go into effect at the time of filing.

Principal Business Address

In the event your LLC’s main business address changes, it will be necessary to include the changes on the certificate of amendment since the initial address information for the members or managers listed may change. The Texas Secretary of State also notes that an LLC representative needs to provide the new address to the Texas Comptroller for state franchise tax purposes as well. Updating address information with Texas Comptroller can be completed online (see References), but will require the LLC’s employer identification number (EIN), the LLC’s filing number with the Texas Secretary of State and the Comptroller’s file number that was assigned.