How to File Amendments to Articles of Incorporation in Texas

By Mark Kennan

As your business evolves, new issues can arise that you didn't contemplate when you first submitted your articles of incorporation. To adjust to the new needs, you can amend your articles of incorporation. For example, you might want to change the name of your corporation, adjust the number of shares the corporation is authorized to issue or expand the number of members of the board of directors. However, if you don’t follow the proper procedures, the amendment can be nullified.

Step 1

Hold a vote the board of directors approving the change and agreeing to submit the amendment to the shareholders.

Step 2

Inform the shareholders of the proposed amendment between 10 and 60 days before the vote. The notice can be given in person, through regular mail or by electronic transmission.

Get a free, confidential bankruptcy evaluation. Learn More

Step 3

Hold a shareholder vote. In Texas, two-thirds of all shareholders must approve the amendment unless otherwise specified in the articles of incorporation.

Step 4

Complete Texas Form 424, Certificate of Amendment, stating the amendment. On the form, you must include the name of the corporation, the type of entity and the amendment itself. You also have to state when the amendment takes effect and have an officer of the corporation sign stating that the appropriate steps were taken to amend the articles of incorporation.

Step 5

Submit two copies of Form 424 along with the filing fee to the Texas Secretary of State, P.O. Box 13697, Austin, TX.

Get a free, confidential bankruptcy evaluation. Learn More
How to Amend a Corporation
 

References

Related articles

How to Change Articles of Incorporation

Articles of incorporation is the official document that forms a corporation. The articles are usually filed in the office of the secretary of state where the corporation is formed. This document establishes the corporation’s official name and generally recites the purpose for which it is being formed, its duration, number of shares of stock allocated, as well as the names of the initial board of directors and registered agent, and the incorporator’s names and addresses. When the name of the corporation is changed, its registered agent replaced or other pertinent revisions occur, an amendment is filed with the secretary of state to reflect those changes.

How to Change the Address on a Texas PLLC Incorporation

A professional limited liability company in Texas is a limited liability company that engages in a professional activity, such as a law firm. To form an LLC in Texas, the organizers must file articles of organization with the Texas Secretary of State’s office. The articles of organization include the guidelines that govern a company and contain basic information about the organization of the company, such as the registered agent and the registered office located within Texas. (Ref 2, 4)

How to Form a Sub S Corporation in Texas

The term “Sub S Corporation” is a short for a corporation that has elected to be taxed under Subchapter S of the Internal Revenue Code. To form a Sub S corporation in Texas, you must first create the corporation as required by the Texas Business Organizations Code, and then file the appropriate form with the IRS to elect Subchapter S tax treatment. Corporations that do not make such an election are automatically taxed under Subchapter C of the Internal Revenue Code; they are sometimes referred to as C corporations.

Related articles

How do I Rename a California LLC?

If you've already gone through the process of registering your LLC with the state of California, then you should ...

How to Amend an LLC Filing

As your limited liability company grows and changes over time, you may determine that you need to amend your filings. ...

How to Change From a Corporation to a Sole Proprietorship

As your company progresses, you may decide that you would be more successful with a different business structure. ...

Amending an LLC Certificate of Formation in Texas

If you operate an LLC formed in Texas, you may find it necessary to amend the certificate of formation for it as your ...

Browse by category
Ready to Begin? GET STARTED