Commentary: Until January 1, 2010, articles 4.01-4.06 of the Texas Business Corporation Act (prior law) govern amendments to the articles of incorporation of a Texas for-profit or professional corporation formed before January 1, 2006, unless the corporation files an election to adopt the Texas Business Organizations Code (BOC). Sections 3.051-3.054 and sections 21.052-21.055 of the BOC govern amendments to the certificate of formation of a for-profit or professional corporation formed on or after January 1, 2006, the effective date of the BOC. The BOC provisions also govern amendments of a corporation formed under prior law that has filed an election to adopt the BOC. There are not substantive differences in an amendment submitted and filed under prior law and under the BOC; consequently, these instructions apply to instruments filed by entities governed by the BOC as well as prior law. A corporation may use the electronic amendment form only for the purpose of changing the corporation’s legal name. An amendment that proposes to effect other changes to the corporation’s formation instrument cannot be processed through the web. Please submit the articles/certificate of amendment filing to the Secretary of State by mail, fax, or in person.

In general, amendments are adopted in the following manner:

The board of directors adopts a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of the shareholders. The proposed amendment is adopted upon receiving the affirmative vote of two-thirds of the outstanding shares entitled to vote. In the alternative, amendments may be adopted by unanimous written consent of the shareholders. When no shares have been issued the amendment is adopted by a resolution of the board of directors and the provisions for adoption by shareholders do not apply.

Web Form: There are not substantive differences in the filing of the amendment under prior law and under the BOC. Consequently, instructions for the form only make statutory references to the BOC.

No warranty is made regarding the suitability of this form for any particular purpose. This form and the information provided are not substitutes for the advice of an attorney and it is recommended that the services of an attorney be obtained before preparation of the articles/certificate of amendment.

Certain statutorily required provisions have been drafted with standard pre-printed statements. For example, a corporation must state that the amendment has been approved in the manner required by the applicable provisions of law governing the filing entity and by the entity’s governing documents. The web form contains a statement to this effect as a pre-printed statement. 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.

Fee: The statutory fee of $150 must be submitted ( BOC § 4.152). 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 the 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.

To file an amendment using SOSDirect:

1. Logon and select the Business Organizations Tab.

2. In the Change Documents frame below Web Filings, input the filing number, if you know it, for the entity for which you need to file articles/certificate of amendment 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 file articles of amendment 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 file the name change amendment 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. If the entity is governed by the TBCA, select “Articles of Amendment (Name Changes Only.” If the entity is governed by the BOC, select “Certificate of Amendment (Name Changes Only).” After selection of the appropriate document, click Continue.

Name Change Amendment Screen: The first field in Article 2 contains the name of the corporation as it currently appears on the records of the Secretary of State. Enter the new name of the corporation in the entry field that appears below the current entity name. The new corporate name must contain one of the following words of organization or an abbreviation thereof: “Company,” “Corporation,” “Incorporated,” or “Limited.” If the corporation is a professional corporation, the name may include the organizational term "Professional Corporation" or the abbreviations "P.C." or "PC." After entering the new name, you may wish to conduct a preliminary search of the name by clicking on the “Name Availability Search” button.

Name Availability Search Option: Under section 5.053 of the BOC and the administrative rules adopted by the secretary of state, if the name chosen is the same as, deceptively similar to, or similar to the name of any existing domestic or foreign filing entity, or any name reservation or registration filed with the secretary of state, the document cannot be filed. The administrative rules adopted for determining entity name availability (Texas Administrative Code, title 1, part 4, chapter 79, subchapter C) may be viewed at the secretary of state web site by clicking on the Texas Register icon.

Do not presume that the name searched is "available" and will be approved for filing. Even if you believe the results do not reveal the same or deceptively similar name in use, the Office of the Secretary of State must still perform its own search after receipt of the document. A final determination regarding the entity name is not made until an examiner's review and filing of the document. You are strongly urged not to make financial expenditures or regulatory filings based upon the results of your search.

If you wish our office to provide a preliminary determination on the availability of the proposed name before submission, you may do so by telephone at (512) 463-5555, by dialing 7-1-1 for relay services, or by e-mail to [email protected]. This is only a preliminary clearance. Also note that the preclearance of a name or the issuance of a certificate under a name does not authorize the use of a name in violation of another person's rights to the name.

After entry of the new name information, click on Continue.

Letter of Consent Attachment Screen: If this office has advised you that a letter of consent for use of a similar name is required, the letter of consent may be sent as an attachment to the document being submitted. Attachments must be in TIF, TXT, or PDF file format to be accepted. If the document does not require an attachment, then click on the “Continue” button to proceed to the next screen.

Execution: An authorized officer of the corporation must sign the statement. 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 person’s intent is to harm or defraud another, in which case the offense is a state jail felony.

Delayed Effective Date: The amendment document becomes effective when filed by the secretary of state. 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. Please note that on the filing of a document with a delayed effective date, 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. In addition, at the time of such filing, the status of the entity’s new name will be shown as “in use” and the former name of the corporation will be given an inactive name status and shown as “prior” on the records of the secretary of state.

Document Display Screen: After entry of the signature and delayed effective date, if any, click Continue. An image of the electronic instrument will appear for your review. This instrument will include all information 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 name change amendment and that the person signing has the capacity to sign the document.

If you need to make changes in the document, click the Edit Filing button at the top of the screen. Do not use the back button of your web browser for this purpose. You will be returned to all entry screens as well as the execution screen to correct the desired information.

When the document is correct in all respects, click the Submit Filing button at the top of the screen. If you wish to retain a copy of the displayed document image for your records, you may use the print function on your web browser.

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.