A company from another state that wants to do business in Texas must register with the Texas secretary of state's office. Once the registration application is accepted by the secretary's office, the company is classified as a foreign entity that has qualified to do business in the state. By law, if the company changes its name, it must update its state registration immediately.
The Texas Business Organizations Code requires foreign business entities with active Texas registrations that change their legal name in their home jurisdiction to file an amended registration to notify Texas of the change within 90 days. A business entity that fails to file an amended registration in Texas within that time period will have its registration suspended. A suspended registration can lead to fines, penalties and legal liability for the unauthorized conduct of business within the state.
Foreign Registration Amendment Forms
The Texas secretary of state's office maintains a website where a business owner can download forms that can be filled out and used to amend a prior registration. These forms are provided as a convenience; you can instead choose to draft your own paperwork, as long as you follow the instructions contained in the state law. Form 406, Amendment to Registration, can be used to change the name of a foreign corporation or limited liability company. Form 407 should be used for a foreign limited liability partnership and form 412 for a foreign limited partnership.
Amending a Foreign Registration
The amendment template is a one-page document that requests the original name of the business as it is on file with the state and the new name of the business going forward. It also asks you to indicate when the name change was made in your home jurisdiction. An authorized representative of the business must sign and date the form and file it with the secretary of state's office along with the appropriate filing fee. Once the state accepts the amendment form, the business has effectively changed its name in Texas.
Before you file the amendment of registration form, you must make sure that the new name for your business is available for use in Texas. State law requires all businesses to operate under a unique name that can distinguish it from other businesses in Texas. The secretary of state's website provides access to a database that you can search for the availability of your new name.
Assumed Name Change
If the company's new name is not available for use in Texas, the company can operate within the state under an assumed business name. The registration amendment form has a section to indicate an assumed name or to change an assumed name if the company already was operating in Texas under an assumed name. Make sure the assumed name you want to use is available by searching the business entity database.