The Texas 401 form is used to notify the Secretary of State about changes to a business's registered agent or registered office. This form is essential for ensuring compliance with the Texas Business Organizations Code, which governs these changes. To proceed with updating your information, please fill out the form by clicking the button below.
The Texas 401 form is an essential document for any entity looking to change its registered agent or registered office in the state. This form is designed to meet the minimum filing requirements set forth in the Texas Business Organizations Code (BOC). It is important to note that while the form provides a streamlined process for making these changes, it does not replace the need for legal or tax advice. The Texas 401 form serves various entities, including corporations and limited liability companies, and outlines specific instructions for accurately completing the form. Key aspects include providing the entity's legal name, the current registered agent's name, and the address of the registered office. Changes must be submitted promptly to avoid penalties, as failure to maintain a registered office or agent can lead to termination or revocation of the entity's registration. Additionally, the form requires consent from the new registered agent and includes provisions for how and when the changes will take effect. Filing fees vary depending on the type of entity, and the completed form can be submitted via mail, fax, or in person. Understanding these components is crucial for ensuring compliance and maintaining the legal standing of your entity in Texas.
Form 401—General Information (Change of Registered Agent/Office)
The attached form is drafted to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist.
Commentary
This form has been promulgated to comply with the provisions of the Texas Business Organizations Code (BOC) regarding changes to registered agent and office of entities filed with the secretary of state. A nonprofit corporation formed for a special purpose under a statute or code other than the BOC may be required to meet other filing requirements than those imposed by the BOC. This form may not comply with the requirements imposed under the special statute or code governing the special purpose corporation. Please refer to the statute or code governing the special purpose corporation for specific filing requirements.
Section 5.202 of the BOC specifies the procedure to be followed when a Texas or foreign filing entity that is subject to the BOC desires to make changes to its registered office or registered agent. Since an entity may be terminated or its registration revoked for failure to maintain a registered office and agent, any change should be submitted promptly. Changes to registered office and agent may also be included as part of a certificate of amendment or restated certificate, as an amendment in a plan of merger, and in the certificate of formation for a converted entity. Use this form if the only changes to be made to the certificate of formation or registration are to the registered office or agent or both.
Consent: Effective January 1, 2010, a person designated as the registered agent of an entity must have consented, either in a written or electronic form, to serve as the registered agent of the entity. Although consent is required, a copy of the person’s written or electronic consent need not be submitted with the statement of change. The liabilities and penalties imposed by sections 4.007 and 4.008 of the BOC apply with respect to a false statement in a filing instrument that names a person as the registered agent of an entity without that person’s consent. (BOC § 5.207)
Office Address Requirements: The registered office address must be located at a street address where service of process may be personally served on the entity’s registered agent during normal business hours. Although the registered office is not required to be the entity’s principal place of business, the registered office may not be solely a mailbox service or telephone answering service (BOC § 5.201).
Unincorporated nonprofit associations, Texas financial institutions, or defense base development authorities should use form 707 rather than this form to change the statement of appointed agent.
Instructions for Form
Items 1-3: Entity Information: The statement of change must contain the legal name of the entity. In addition, the name of the entity’s current registered agent and current registered office address must be provided. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document.
Item 4: Changes to Registered Office and/or Registered Agent. Complete item 4 to effect a change to the registered agent or registered office address. The registered agent can be either (option
Form 401
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A)a domestic entity or a foreign entity that is registered to do business in Texas or (option B) an individual resident of the state. The filing entity cannot act as its own registered agent.
If the registered office is changed, complete section C. The registered office must be located at a street address where service of process may be personally served on the entity’s registered agent during normal business hours. Although the registered office address is not required to be the entity’s principal place of business, the registered office may not be solely a mailbox service or a telephone answering service (BOC § 5.201).
The statement of change must recite that the street address of the registered office is the same as the registered agent’s business address.
Statement of Approval: As required by section 5.202(b)(6) of the BOC, the form includes a recitation that the change specified in the statement is authorized by the entity. While the statement of change has the effect of amending the entity’s certificate of formation or registration, the BOC does not provide that the procedures to amend the certificate of formation are applicable. In general, the statement of change should be adopted and approved by the governing persons or by a person authorized to act on behalf of the entity.
Effectiveness of Filing: A statement of change becomes effective when filed by the secretary of state (option A). However, pursuant to sections 4.052 and 4.053 of the BOC the effectiveness of the instrument may be delayed to a date not more than ninety (90) days from the date the instrument is signed (option B). The effectiveness of the instrument also may be delayed on the occurrence of a future event or fact, other than the passage of time (option C). If option C is selected, you must state the manner in which the event or fact will cause the instrument to take effect and the date of the 90th day after the date the instrument is signed. In order for the instrument to take effect under option C, the entity must, within ninety (90) days of the filing of the instrument, file a statement with the secretary of state regarding the event or fact pursuant to section 4.055 of the BOC.
On the filing of a document with a delayed effective date or condition, the computer records of the secretary of state will be changed to show the filing of the document, the date of the filing, and the future date on which the document will be effective or evidence that the effectiveness was conditioned on the occurrence of a future event or fact.
On acceptance of the statement of change by the secretary of state, the statement is effective as an amendment to the appropriate provision of the entity’s certificate of formation or the foreign filing entity’s registration.
Execution: Pursuant to section 4.001 of the BOC, the statement of change must be signed by a person authorized by the BOC to act on behalf of the entity in regard to the filing instrument. Generally, a governing person or managerial official of the entity signs a filing instrument.
The statement of change need not be notarized. However, before signing, please read the statements on this form carefully. The designation or appointment of a person as the registered agent by a managerial official is an affirmation by that official that the person named in the instrument has consented to serve as registered agent. (BOC § 5.2011, effective January 1, 2010)
A person commits an offense under section 4.008 of the BOC if the person signs or directs the filing of a filing instrument the person knows is materially false with the intent that the instrument be
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delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the person’s intent is to harm or defraud another, in which case the offense is a state jail felony.
Payment and Delivery Instructions: The filing fee for a change of registered office/agent is $15, unless the filing entity is a nonprofit corporation or a cooperative association. The filing fee for a nonprofit corporation or a cooperative association is $5. Fees may be paid by personal checks, money orders, LegalEase debit cards, or American Express, Discover, MasterCard, and Visa credit cards. Checks or money orders must be payable through a U.S. bank or financial institution and made payable to the secretary of state. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7 percent of the total fees.
Submit the completed form in duplicate along with the filing fee. The form may be mailed to P.O. Box 13697, Austin, Texas 78711-3697; faxed to (512) 463-5709; or delivered to the James Earl Rudder Office Building, 1019 Brazos, Austin, Texas 78701. If a document is transmitted by fax, credit card information must accompany the transmission (Form 807). On filing the document, the secretary of state will return the appropriate evidence of filing to the submitter together with a file- stamped copy of the document, if a duplicate copy was provided as instructed.
Revised 05/11
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Form 401 (Revised 05/11)
Submit in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697
512463-5555 FAX: 512/463-5709
Filing Fee: See instructions
This space reserved for office use.
Statement of Change of
Registered Office/Agent
Entity Information
1. The name of the entity is:
State the name of the entity as currently shown in the records of the secretary of state.
2.The file number issued to the filing entity by the secretary of state is:
3.The name of the registered agent as currently shown on the records of the secretary of state is:
Registered Agent Name
The address of the registered office as currently shown on the records of the secretary of state is:
TX
Street Address
City
State Zip Code
Change to Registered Agent/Registered Office
4.The certificate of formation or registration is modified to change the registered agent and/or office of the filing entity as follows:
Registered Agent Change
(Complete either A or B, but not both. Also complete C if the address has changed.)
A. The new registered agent is an organization (cannot be entity named above) by the name of:
OR
B. The new registered agent is an individual resident of the state whose name is:
First Name
M.I.
Last Name
Suffix
Registered Office Change
C. The business address of the registered agent and the registered office address is changed to:
Street Address (No P.O. Box)
The street address of the registered office as stated in this instrument is the same as the registered agent’s business address.
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Statement of Approval
The change specified in this statement has been authorized by the entity in the manner required by the BOC or in the manner required by the law governing the filing entity, as applicable.
Effectiveness of Filing (Select either A, B, or C.)
A. This document becomes effective when the document is filed by the secretary of state.
B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of signing. The delayed effective date is:
C. This document takes effect upon the occurrence of a future event or fact, other than the passage of time. The 90th day after the date of signing is:
The following event or fact will cause the document to take effect in the manner described below:
Execution
The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized to execute the filing instrument.
Date:
Signature of authorized person
Printed or typed name of authorized person (see instructions)
Print
Reset
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Filling out the Texas 401 form is an important step for entities that need to change their registered agent or registered office. This form must be completed accurately to ensure compliance with state regulations. After you have filled out the form, you will need to submit it along with the required filing fee to the Secretary of State's office.
Once you have completed the form, ensure that it is submitted in duplicate along with the filing fee. The fee varies depending on the type of entity. You can mail, fax, or deliver the form to the appropriate office in Austin, Texas. After submission, you will receive a file-stamped copy of the document from the Secretary of State.
The Texas 401 form is primarily used to change the registered agent or registered office of an entity registered in Texas. This includes corporations, limited liability companies, and other business entities. Keeping this information updated is crucial, as failure to maintain a registered office and agent can lead to termination or revocation of the entity's registration.
A registered agent can be either a domestic or foreign entity authorized to do business in Texas or an individual resident of Texas. However, the entity itself cannot act as its own registered agent. It's important that the registered agent consents to this role, although you do not need to submit proof of consent with the form.
The registered office must be a physical street address where the registered agent can be reached during normal business hours. It cannot be just a mailbox or a telephone answering service. While it doesn’t have to be the entity's main place of business, it must be a legitimate address for service of process.
You can submit the completed Texas 401 form in several ways:
Remember to include the appropriate filing fee, which varies depending on the type of entity.
The filing fee for submitting the Texas 401 form is generally $15. However, if your entity is a nonprofit corporation or a cooperative association, the fee is reduced to $5. Payments can be made via personal checks, money orders, or credit cards, but note that credit card payments incur a convenience fee of 2.7%.
The changes made by the Texas 401 form become effective once the Secretary of State files the document. However, you can also choose to delay the effectiveness of the filing for up to 90 days from the date of signing, or condition it on a future event. If you select this option, you must specify the event that will trigger the change and ensure that you file a statement regarding this event within 90 days.
Missing Entity Information: Many individuals overlook the importance of providing the correct legal name of the entity, file number, and current registered agent's name. This information is crucial for the secretary of state to process the form correctly.
Incorrect Registered Agent Selection: Selecting the wrong type of registered agent can lead to delays. Ensure that the registered agent is either a domestic entity registered to do business in Texas or an individual resident of Texas. Remember, the entity cannot act as its own registered agent.
Improper Address Format: The registered office address must be a physical street address. Avoid using a P.O. Box or a mailbox service, as this does not meet the legal requirements set forth in the Texas Business Organizations Code.
Lack of Consent: The designated registered agent must have consented to serve in that role. Failing to obtain or mention this consent can lead to complications, as the filing is invalid without it.
Inaccurate Statement of Approval: The form requires a statement confirming that the change has been authorized by the entity. Neglecting this step can result in the form being rejected.
Delays in Filing: Individuals often forget to submit the form promptly. Delays can lead to penalties or even the revocation of the entity's registration. It’s essential to act quickly when changes are needed.
Payment Errors: Incorrect payment methods or amounts can halt the processing of the form. Be sure to check the filing fee and ensure that payment is made in an accepted form.
The Texas 401 form is used to change the registered agent or office of an entity. When filing this form, there are several other documents that may be needed to ensure compliance with state regulations. Below is a list of these forms and documents, along with a brief description of each.
These forms and documents work together to ensure that changes to an entity's registered agent or office are handled correctly and in compliance with Texas law. It is important to review each document carefully to understand its purpose and requirements.
The Texas 402 form is similar to the Texas 401 form in that both are used to update information regarding a registered agent or office for entities. The Texas 402 form specifically addresses the appointment of a new registered agent, while the 401 form can also change the registered office address. Both forms require the entity to provide the current agent's information and the new details. They must be filed with the Secretary of State to ensure compliance with Texas law.
The Texas 403 form serves a similar purpose as the Texas 401 form, as it is used for amending a certificate of formation. While the 401 form focuses on changes to the registered agent or office, the 403 form allows for broader amendments to the entity's formation documents. Both forms must be submitted to the Secretary of State and require similar information about the entity and the changes being made.
The Texas 404 form is also comparable to the Texas 401 form, as it is used for the dissolution of a business entity. While the 401 form facilitates changes to an entity's registered agent or office, the 404 form formally ends the entity's existence. Both forms require careful attention to detail and must be filed with the Secretary of State to be effective.
The Texas 405 form is similar to the Texas 401 form in that it is used to reinstate a business entity that has been forfeited. While the 401 form updates registered agent information, the 405 form restores the entity's legal status. Both forms must be filed with the Secretary of State, and both require the entity to provide specific information to ensure compliance with state regulations.
The Texas 406 form is akin to the Texas 401 form, as it is used to change the name of a business entity. While the 401 form focuses on the registered agent and office, the 406 form allows the entity to update its name in the official records. Both forms require the entity to provide its current information and the proposed changes, and both must be filed with the Secretary of State.
The Texas 407 form shares similarities with the Texas 401 form as it is used to convert a business entity from one type to another. The 401 form changes the registered agent or office, while the 407 form changes the entity's structure. Both forms require detailed information about the entity and must be filed with the Secretary of State to be effective.
The Texas 408 form is comparable to the Texas 401 form, as it is used for filing a merger or consolidation of business entities. While the 401 form focuses on changing the registered agent or office, the 408 form facilitates the joining of two or more entities. Both forms require specific details about the entities involved and must be submitted to the Secretary of State to ensure compliance with Texas law.
When filling out the Texas 401 form, keep the following guidelines in mind:
Misconceptions about the Texas 401 form can lead to confusion and potential issues for entities making changes to their registered agents or offices. Here are ten common misconceptions along with clarifications:
When filling out and using the Texas 401 form, keep the following key points in mind:
Understanding these aspects will help ensure a smooth filing process and compliance with Texas regulations.