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Amendments and Corrections FAQs

• Amendments
• Corrections

Amendments

1. Must I file a statement of change of registered office address when the location has not changed, but the address has been changed due to a postal or "911" change?
2. How can I change the entity address as listed in the secretary of state’s records?
3. How can I change the ownership information for a business entity?
4. How do I change the management information for a corporation or LLC?
5. Can I amend the certificate of formation of a professional corporation to become a business corporation?

1. Must I file a statement of change of registered office address when the location has not changed, but the address has been changed due to a postal or "911" change?

   Yes. Corporations, LLCs, LPs and registered foreign entities must continuously maintain a registered office address in Texas. Texas law does not distinguish between a "voluntary" change of address and an "involuntary" change of address. The only way to change a registered office address is to file a statement of change. See Forms 401 (Word 103kb, PDF 94kb) and 408 (Word 170kb, PDF 117kb).

2. How can I change the entity address as listed in the secretary of state’s records?

   The process for changing the entity address in the secretary of state’s records depends on the source of the address, which varies by entity type. A reference to an “entity address” does not include the registered office address. Changes to the registered agent or registered office information must always be filed with the secretary of state and comply with applicable statutory requirements. See Forms 401 and 408.

   Summary chart of procedure and forms for changing the entity address with the secretary of state:

   Type of Entity	Source of entity address	Procedure for changing entity address	Form
   Foreign filing entity	Principal office address stated in application for registration.	Amend the registration.	Form 406 Word 100kb, PDF 306kb Form 407 Word 117kb, PDF 72kb Form 412 Word 128kb, PDF 93kb
   For-profit or professional corporation	Comptroller’s records—principal office address on the Public Information Report or mailing address that the entity has provided to the comptroller.	Update the address with the comptroller.	N/A
   LLC or PLLC	Comptroller’s records—principal office address on the Public Information Report or mailing address that the entity has provided to the comptroller.	Update the address with the comptroller.	N/A
   LP	Address where records are maintained stated in certificate of formation.	File a voluntary periodic report or amend the certificate of formation.	Form 804 Word 139kb, PDF 119kb Form 424 Word 135kb, PDF 106kb
   LLP	Principal office address stated in registration or renewal.	Amend the registration.	Form 722 Word 101kb, PDF 60kb
   Nonprofit corporation	Comptroller’s records—initial filing with the comptroller or principal office address on the Public Information Report.	If the entity is not tax exempt, update the address with the comptroller. If the entity is tax exempt, you may request to have the address removed.	N/A
   PA	Comptroller’s records-- mailing address that the entity has provided to the comptroller.	Update the address with the comptroller.	N/A

3. How can I change the ownership information for a business entity?

   Corporations:

   Changes in the ownership of a corporation are made in accordance with the corporation’s governing statute (Texas Business Organizations Code), and its governing documents, such as its bylaws. There is no filing requirement with the secretary of state when there is an ownership change. If the registered agent or office information has changed after a change in ownership, you must update that information. See Form 401 (Word 103kb, PDF 94kb).

   Limited Liability Companies:

   Members of LLCs may assign the member’s ownership interest in accordance with the LLC’s governing statute (Texas Business Organizations Code, Chapter 101, Subchapter C) and its governing documents, such as its regulations, operating agreement or company agreement. There is no filing requirement with the secretary of state when there is an ownership change. If the registered agent or office information has changed after a change in ownership, you must update that information. See Form 401 (Word 103kb, PDF 94kb).

   Limited Partnerships

   A Texas LP must amend its certificate of formation to show any changes in the names or addresses of its general partners. See BOC § 153.051. (Form 424 Word 126k, PDF 100k can be used as a Certificate of Amendment). A foreign LP must amend its registration to show any change in the general partner information stated in its application for registration. See BOC § 9.009(a)(3). (Form 412 Word 128kb, PDF 93kb) can be used as an Amendment to Registration). Additionally, if the registered agent or office information has changed, you must update that information either by including the change in the amendment document or by filing a statement of change of registered agent or registered office. See Form 401 (Word 103kb, PDF 94kb).

4. How do I change the management information for a corporation or LLC?

   Corporations and LLCs change management by following the procedures for removal or resignation, which are generally found in an entity’s governing documents, such as its bylaws, regulations or company agreement. Once a change in management has been made internally by the entity, the management records with the secretary of state may be updated in two ways. First, corporations and LLCs are required to update their management information each year on the Public Information Report, filed with the Texas Comptroller of Public Accounts.  This information is then sent to the secretary of state and the management records are updated accordingly.  Second, although amendments are not required, corporations may file an amendment with the secretary of state to update the director information; LLCs may file an amendment to update management information. Both of these options will update the information in the records of the secretary of state and Comptroller.

5. Can I amend the certificate of formation of a professional corporation to become a business corporation?

   No; however, a professional corporation can convert to a for-profit corporation.

Corrections

1. How can I correct a typographical error in a filed instrument?
2. Can I use Form 403 (certificate of correction) to cancel a filing instrument?

1. How can I correct a typographical error in a filed instrument?

   You can file Form 403 (Word 131kb, PDF 74kb) to correct (1) inaccurate records of an action referred to in the instrument, (2) inaccurate or erroneous statements of fact, and/or (3) defects in execution, acknowledgement, or verification.

2. Can I use Form 403 (certificate of correction) to cancel a filing instrument?

   No. Certificates of correction can only be used to correct errors or inaccuracies in drafting or execution of a filed instrument. Certificates of correction cannot cancel a filing or add, alter, or delete a statement which would have caused the instrument not to conform to law at the time it was originally filed.