INSTRUCTIONS FOR FILING A

STATEMENT OF CHANGE OF REGISTERED AGENT OR OFFICE

(Form 401)

        

  • Commentary: A statement of change of registered agent or office is required to be filed with the Secretary of State whenever the name of the agent or the address of the office of the registered agent is changed. The change is not effective until filed by the Secretary of State. Since an entity may be involuntarily terminated or its registration revoked for failure to maintain a registered office and agent, any change should be submitted promptly.† For-profit corporations that fail to file the change within 30 days from the date of the change may be subject to monetary penalties (Section 21.802 of the Texas Business Organizations Code).

An unincorporated nonprofit association, Texas financial institution, or defense base development authority cannot use this form to change its designated agent for service of process.† These entities must submit SOS Form 707 by mail, fax, or by personal delivery.

  • NOTICE: A nonprofit corporation formed for a special purpose under a statute or code other than the Business Organizations Code (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.
  • Consent of Registered Agent to Appointment:† 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.† A copy of the agentís written or electronic consent does not need to be submitted with the statement of change; however, an entity that wishes to include a copy of the agentís consent may do so by selecting the attachment option on the registered agent screen of this electronic form.
  • Web Form and Content: The web form promulgated by the secretary of state is designed to meet minimum statutory filing requirements and no warranty is made regarding the suitability of this form for any particular purpose. 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.† This form and the information provided are not substitutes for the advice of an attorney.

Certain statutorily required provisions have been drafted with standard pre-printed statements. For example the statement of change must recite that the street address of the registered office is the same as the registered agentís business address. During the web filing process, you will be directed from screen to screen to provide certain variable information with which to populate the form. After entry of the information, a document image will be displayed for your review. Please review the document carefully for accuracy before submission.

         Attachment Screen: This optional screen may be used to include a copy of the written or electronic consent of the person designated as the new registered agent of the represented entity.† A copy of the registered agentís consent would be attached as an electronic file by following the instructions found on the screen.

An attachment must be in TIF, TXT, or PDF file format to be accepted.

  • Execution: Pursuant to section 4.001 of the BOC, the statement of change must be signed by a person authorized to act on behalf of the entity in regard to the filing instrument. An authorized officer of a corporation or a foreign financial institution must sign the statement. In the case of a limited liability company that has managers, an authorized manager must sign the statement. If the company does not have managers and is managed by its members, an authorized member must sign the statement. A general partner must sign the statement on behalf of a limited partnership.

Please note that 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 delivered to the secretary of state for filing. The offense is a Class A misdemeanor unless the personís intent is to harm or defraud another, in which case the offense is a state jail felony.

  • Fee: The fee for filing a statement of change of registered agent or registered office is $15, unless the entity is a nonprofit corporation. In the case of a nonprofit corporation, the fee is $5. Payments for web filings may be made by credit card or client accounts. Fees paid by credit card are subject to a statutorily authorized convenience fee of 2.7% of the total fees. Client accounts must be funded a day in advance of submission of a filing. It is recommended that you use credit card as a payment method unless you have funds in the client account prior to the date of submission of the filing.

Name of Registered Agent: †The registered agent can be an individual or a Texas entity or foreign entity authorized to transact business in Texas who has consented to serve as the entityís registered agent. The entity, however, may not be designated to serve as its own registered agent.

Note:† The designation 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.

Certain special purpose nonprofit corporations may have more restrictive requirements relating to the registered agent. Please check the statute or code governing the special purpose corporation.

  • Address of the Registered Office: The entity is required by law to provide a street address for the registered office. The purpose of this requirement is to provide the public with notice of a physical location at which process may be personally served on the registered agent. For this reason, a post office box or lock box alone is not sufficient as a registered office address. †Although the registered office address is not required to be the entityís principal place of business, the registered office may not be solely a mailbox service or a telephone answering service.

Certain special purpose nonprofit corporations may have more restrictive requirements relating to the registered office. Please check the statute or code governing the special purpose corporation.

  • To file a change of registered office or agent using SOSDirect:

    1. Logon and select the Business Organizations Tab.
    2. In the Change Documents frame below Web Filings, enter the file number, if you know it, for the entity for which you need to change the registered agent or office and click on File Document.
    3. If you do not know the file number, click on Find Entity.
      1. On the Find Entity Name Search screen, input the name of the entity for which you need to change the registered agent or office and click on Search.
      2. The search results will be returned showing the names of the entities that match or are very similar to your search parameter.
      3. Select the entity for which you need to change the registered agent or office by clicking on the radio button in the column entitled "Mark."
      4. If the entity for which you searched does not appear in the search results and you wish to conduct another search, click on New Search.
      5. When the appropriate entity is marked, click on Initiate Change Filing.
    4. After initiating the change filing, the next screen will include a drop down menu of the different types of change filings that may be filed on SOSDirect. Select "Change of Registered Agent/Office" and click Continue.
    5. The Change of Registered Agent/Office Screen will appear and will be populated with the name of the current registered agent and current registered office on file with the Secretary of State, if any. †
    6. To make a change to this data, you should key over any incorrect data so that the new or updated information accurately appears in the screen.
    7. There are two alternatives for the name of the registered agent: business name or individual name. These are alternatives. Do not enter data in both sets.

      ř    If the registered agent is a corporation or other legal entity, enter the name of the registered agent in the box marked "BUSINESS NAME." When a business name is entered, the fields for last name, first name, middle name, and suffix should be left blank.

      ř    If the registered agent is an individual, enter the last name, first name, middle name, if any, and the suffix, if any, for that individual.

    8. Enter the street address of the registered office in the fields entitled "ADDRESS 1 and ADDRESS 2." A street address is mandatory. A post office box alone is not sufficient but a post office box may be included, in addition, to a street or building address.
    9. Registered offices must be in Texas, so TX will always appear in the field entitled "STATE."
    10. The registered office must be the business address of the registered agent.
    11. CONSENT:† A person designated as a registered agent on and after January 1, 2010, must have consented, in a written or electronic form, to serve in that capacity.† The Change of Registered Agent/Office Screen allows a represented entity the option of including a copy of the agentís written or electronic consent as part of the registered agent filing.

      ř      There is no statutory requirement to provide a copy of the registered agentís consent.† The radio button is preset to an option that permits the user to continue with the registered agent filing without attaching a copy of the registered agentís consent.

      ř      Select the radio button ďConsent AttachedĒ to include a copy of the personís consent to serve as the entityís registered agent.† The copy of the agentís consent would be submitted as an electronic file.

    12. When you have completed the entry of the required information, click Continue. If you did not choose to attach a copy of the agentís consent, proceed to instruction 14.
    13. If you selected the option ďConsent Attached,Ē the next screen will be the Consent attachment screen.† The copy of the agentís consent would be attached as an electronic file; the attachment must be in TIF, TXT, or PDF file format to be accepted. †If you decide not to include the consent of the registered agent and do not wish to provide an attachment, click Continue to proceed to the next screen.
    14. The next screen is the Execution screen.† The Execution screen contains an execution or signature box and a delayed effective date option.
    15. Execution: An officer or other duly authorized representative of the entity for which the change of registered agent/office is submitted must sign the statement of change.† A person executes the filing by typing his/her name in the signature box.† If the authorized person is a corporation or other legal entity, the signature box would include the name of the person signing on behalf of the legal entity, and the capacity in which the person is signing the document. (e.g., John Doe, President of ABC Company, General Partner). By executing the document, the managerial official is affirming that the person named in the instrument as registered agent has consented to serve in that capacity.
    16. Delayed Effectiveness Option:† The change of registered agent/office becomes effective when filed by the Secretary of State unless the entity chooses a delayed effective date. If a delayed effective date is desired, enter the delayed effective date in the box provided. The date may not be more than ninety (90) days from the date you are submitting the document.
    17. After entry of the signature and the delayed effective date, if any, click Continue.† This completes the data entry portion of the electronic filing.
  • Document Display Screen:† After completion of the data entry process, an image of the change of registered agent/office document will appear for your review. This document will include all information you entered on prior screens as well as any other statements required by law. Read the information carefully. Make sure that you selected the correct entity for the change of registered agent/office statement and that the person signing has the capacity to sign the document. 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 personís consent. (BOC ß 5.207)
  • If you need to make changes in the document, click the button at the top of the screen entitled Edit Filing. Do not use the back button of your web browser for this purpose. You will be returned to the change of registered agent/office screen as well as the execution screen to correct the desired information.
  • When the document is correct in all respects, click the button at the top of the screen entitled Submit Filing.
  • The filing may be cancelled at any time prior to submitting by clicking on Cancel Filing.
  • After clicking on the Submit Filing button, you will receive a message confirming receipt of the filing that contains the session ID and the document tracking number of the document transmitted. You may wish to attach this receipt notice to your retained copy. †This notice does not indicate that the filing has been approved by the secretary of state.