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Amendment of Certificate of Formation is required when you make changes to your LLC. While forming an LLC in Texas, you must file the formation document. At some point in time, if you might need to update/change any of the information shared in the Certificate of Formation, you must file the Certificate of Amendment with 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, LLCBuddy editors shared how to amend Texas Certificate of Formation without any hassle. Note that the process explained here is a generic process. It is recommended to consult a professional or attorney beforehand.
The Certificate of Formation is a document that is required to form an LLC in Texas. The document must be submitted online or by mail to the Texas Secretary of State. Certain details 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-
Changes such as name, physical address of the business, address or/and name of the Texas Registered Agent, or any other changes listed above must be amended with the SOS. It is easy to amend the Certificate of Formation in Texas. There are three prominent steps to follow. The steps are as follows-
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 are common changes that often occur in limited liability companies. If you have to make those changes, you must proceed with drafting the Certificate of Amendment with Texas Secretary of State.
The next step is to draft the Amendment. To Amend the Certificate of Formation, you need the following-
To file the Certificate of Amendment in Texas, you need either an online or offline form. You can do that online in most states by signing in to the Secretary of State’s official portal. To file the amendment in Texas, you must fill up the form (online or offline) and send it back to the SOS (online or by mail).
For the online filing, the form must be submitted using the Texas Secretary of State‘s portal. For offline (by mail) filing, the PDF form must be sent to the Secretary of State, P.O. Box 13697, Austin, TX 78711-3697. The amendment filing fee of $150 must be paid at the time of form submission.
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 any time, for example, a non-profit in Texas 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.
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.
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 the LLC does not file an amendment, it will be considered a violation of state law. Hence, the LLC might face legal issues.
You can file an amendment to your Texas Certificate of Formation by submitting the correct form to the Texas Secretary of State.
Can I file an amendment online in Texas? Yes, you can file an amendment online through the Texas Secretary of State’s website. How much does it cost to file an amendment to a Texas Certificate of Formation? The filing fee for an amendment to a Texas Certificate of Formation is $150. What information do I need to include in my Texas Certificate of Formation amendment?You will need to provide the current filing entity name and Texas file number, along with the changes you wish to make.
Can I amend the name of my Texas entity?Yes, you can amend the name of your Texas entity by filing an amendment to your Certificate of Formation.
How long does it take to process a Texas Certificate of Formation amendment?Processing times for a Texas Certificate of Formation amendment can vary, but most are processed within a few days to a week.
Can I change the registered agent of my Texas entity through an amendment?Yes, you can change the registered agent of your Texas entity through an amendment to the Certificate of Formation.
Do I need to provide a reason for amending my Texas Certificate of Formation? No, you do not need to provide a reason for amending your Texas Certificate of Formation. Can I add or remove members from my Texas entity through an amendment?Yes, you can add or remove members from your Texas entity through an amendment to the Certificate of Formation.
What happens if my Texas Certificate of Formation amendment is rejected?If your Texas Certificate of Formation amendment is rejected, you will receive a notice explaining the reason for rejection.
Do I need to notify any other agencies or entities in Texas when I file an amendment?No, you do not need to notify any other agencies or entities in Texas when you file an amendment to your Certificate of Formation.
Can I make multiple changes to my Texas entity through a single amendment?Yes, you can make multiple changes to your Texas entity through a single amendment to the Certificate of Formation.
Do I need to notarize my Texas Certificate of Formation amendment? No, you do not need to notarize your Texas Certificate of Formation amendment. Can I file an amendment to my Texas Certificate of Formation in person?Yes, you can file an amendment to your Texas Certificate of Formation in person at the Texas Secretary of State’s office.
Can I file an amendment to my Texas Certificate of Formation by mail?Yes, you can file an amendment to your Texas Certificate of Formation by mail to the Texas Secretary of State.
Can I expedite the processing of my Texas Certificate of Formation amendment?Yes, you can expedite the processing of your Texas Certificate of Formation amendment for an additional fee.
Can I request a copy of my amended Texas Certificate of Formation?Yes, you can request a copy of your amended Texas Certificate of Formation from the Texas Secretary of State.
What types of changes can I make to my Texas Certificate of Formation?You can make changes to the name, registered agent, address, members, and other information on your Texas Certificate of Formation.
Do I need to update any other documents or records after filing an amendment to my Texas Certificate of Formation?
It is a good idea to update any other relevant documents or records after filing an amendment to your Texas Certificate of Formation.
Can I cancel my Texas Certificate of Formation through an amendment?No, you cannot cancel your Texas Certificate of Formation through an amendment. You would need to file a separate document for cancellation.
Can I renew my Texas Certificate of Formation through an amendment?No, you cannot renew your Texas Certificate of Formation through an amendment. You would need to file a renewal application.
Can I change the management structure of my Texas entity through an amendment?Yes, you can change the management structure of your Texas entity through an amendment to the Certificate of Formation.
Can I change the purpose of my Texas entity through an amendment?Yes, you can change the purpose of your Texas entity through an amendment to the Certificate of Formation.
Can I change the duration of my Texas entity through an amendment?Yes, you can change the duration of your Texas entity through an amendment to the Certificate of Formation.
Can I change the business activities of my Texas entity through an amendment?Yes, you can change the business activities of your Texas entity through an amendment to the Certificate of Formation.
Can I change the ownership structure of my Texas entity through an amendment?Yes, you can change the ownership structure of your Texas entity through an amendment to the Certificate of Formation.
Can I change the principal office address of my Texas entity through an amendment?Yes, you can change the principal office address of your Texas entity through an amendment to the Certificate of Formation.
Can I change the fiscal year end of my Texas entity through an amendment?Yes, you can change the fiscal year end of your Texas entity through an amendment to the Certificate of Formation.
Can I change the distribution of profits and losses of my Texas entity through an amendment?Yes, you can change the distribution of profits and losses of your Texas entity through an amendment to the Certificate of Formation.
How do I amend my Texas Certificate of Formation?To amend your Texas Certificate of Formation, you need to file the appropriate form with the Texas Secretary of State.
While running a limited liability company in Texas, it might be possible to make changes. From the name of the business to the Registered Agent, the management of the LLC can be changed over time. Every time you make any changes, you must file the amendment. You must consider that changing LLC names should not occur more often unless it is totally required. The name is the first identity of your LLC; changing it frequently directly affects the company’s branding. Filing the Certificate of Amendment is mandatory as well as crucial, and failure to do so can lead to legal issues and non-compliance with state laws.
This article shares all the important steps you need to follow to file the Certificate of Amendment in Texas. While you follow the steps shared in this article, make sure to consult a professional or attorney. If you are looking for a professional LLC formation service at $0, we recommend ZenBusiness. 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.
