TEXAS SECRETARY of STATE
JANE NELSON

FORMATION FILINGS | CHANGE DOCUMENT

FORMATION FILINGS

The steps below represent a high level overview of the web transaction process for formation filings. For filing instructions for a specific filing, please click here.

1. The user logs in to the Texas SOS Web page, check payment information, and clicks Continue. Result: The Session Code screen appears. Important: Make note of session code for future reference.
2. User selects a SOS Business Transaction Type � UCC, Business Organization, Trademarks, or Accounts. For the purposes of this document � select Business Organization.
3. Is this a Formation Filing? Formation Document Filing Definition - Formation filings are initial filings with the Texas Secretary of State. Formation filings include name reservations, articles of incorporation, articles of organization and certificates of limited partnership. Also included under formation filings are the initial filings to qualify a foreign entity to transact business in Texas, such as, certificates of authority. Finally, formation filings include the registration of a limited liability partnership and initial appointment of agents for Texas financial institutions, unincorporated associations, and foreign fiduciaries.
   If Yes, select the type of business entity for which is to be filed. The selections appear in the drop down box. Business Entities types include the following examples:
   • Business corporations
   • Nonprofit corporations
   • Limited liability companies
   • Limited partnerships
   • Foreign or out-of-state corporations
   • Foreign or out-of-state limited liability companies
   • Foreign limited liability companies
   • Registered limited liability partnerships
   • Foreign or out-of-state limited liability partnerships
   -If No, the document is NOT a formation document, but rather a change document. Proceed under change document rather than the formation document. Change Document Filing Definition � A Change document, changes Entity information for an entity that was previously filed with the Texas Secretary of State.
4. After selecting an entity type: click File Document and select a filing or document for that entity. All available filing types for the selected entity type appear in a drop down box. Note: Business Corporation Filing types include the following examples; name reservation and articles of incorporation.
5. The user is led through a series of data collection screens, required to complete the filing. Note: The filing can be canceled at any time.
6. When the data entry is complete, an image screen displays the filing data entered by the user. The following options are available to the user: submit, edit, or cancel filing.
   • Submit: Submitted Filings are processed for quality by document examiners. Examiners can choose to accept or reject each filing based upon the requirements for that filing type.
     • Accepted filings are acknowledged via the method selected by the user, and then each document is imaged.
     • Rejected filings are acknowledged with a rejection letter expressing the reason for the rejection.
   • Edit: If the user selects edit, he or she is returned to the beginning of the filing process, and required to step through the process completely.
   • Cancel: If the user selects cancel, he or she is returned to the Business Corp Menu. Locked funds are released from client accounts.
   • Note: If the user waits for the session to time out it takes longer for funds to be returned to the user account than if the account is expressly cancelled.
7. Certain filing types require supporting documents to be submitted in an electronic format (i.e. Foreign Formation documents require a Certificate of Existence). The accepted formats include: PDF, TXT, and TIF. This information can be found in Help under the heading "filing forms".
   • If you currently have the supporting document in an electronic format, but not in the required file format, it should be converted to the correct filing format prior to beginning the filing. There are reasonably priced conversion programs available for this purpose.
   • If you have only a hard copy of the supporting documentation, scanning the document(s) is the recommended method for getting it into an electronic format. After the document is scanned, select File > Save As, and then choose the TIF file format. The TIF file format is supported by most scanning software.

CHANGE DOCUMENT

The steps below represent a high level overview of the web transaction process for "change" filings. For filing instructions for a specific filing, please click here.

"Change" filings are those documents that are filed with the Secretary of State to change the status of or change information for an entity that has been formed previously by filing a formation document with the Secretary of State. Change filings include changes to the registered agent or office of an entity, addition of an assumed name, dissolution of a corporation or cancellation of a certificate or registration of limited partnership.

"Formation" filings are initial filings with the Texas Secretary of State. Formation filings include name reservations, articles of incorporation, articles of organization and certificates of limited partnership. Also included under formation filings are the initial filings to qualify a foreign entity to transact business in Texas, such as, certificates of authority. Finally, formation filings include the registration of a limited liability partnership and initial appointment of agents for Texas financial institutions, unincorporated associations, and foreign fiduciaries. If you are submitting a formation filing, please follow the procedures in the web overview for formation filings.

1. The user logs in to the Texas SOS Web page, check payment information, and clicks Continue. Result: The Session Code screen appears. Important: Make note of session code for future reference.
2. User selects a SOS Business Transaction Type � UCC, Business Organization, Trademarks, or Accounts. For the purposes of this document � select Business Organization.
3. In the Change Documents frame below Web Filings, input the filing number, if you know it, for the entity for which you need to change entity information or status and click on File Document.
4. 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 entity information or status 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 entity information or status by clicking on the radial 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.
      
      

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 the appropriate document and click Continue.

5. The user is led through a series of data collection screens, required to complete the filing. Note: The filing can be canceled at any time. When the data entry is complete, an image screen displays the filing data entered by the user. The following options are available to the user: submit, edit, or cancel filing.

• Submit: Submitted Filings may be processed for conformance to law by document examiners. Examiners can choose to accept or reject each filing based upon the requirements for that filing type.
  • Accepted filings are acknowledged via the method selected by the user, and then each document is imaged.
  • Rejected filings are acknowledged with a rejection letter expressing the reason for the rejection.

• Edit: If the user selects edit, he or she is returned to the beginning of the filing process, and required to step through the process completely.

• Cancel: If the user selects cancel, he or she is returned to the Business Corp Menu. Locked funds are released from client accounts.
  • Note: If the user waits for the session to time out it takes longer for funds to be returned to the user account than if the account is expressly cancelled.

Certain filing types require supporting documents to be submitted in an electronic format (i.e. Dissolutions require a tax certificate from the Comptroller). The accepted formats include: PDF, TXT, and TIF. This information can be found in Help under the heading "filing forms".

• If you currently have the supporting document in an electronic format, but not in the required file format, it should be converted to the correct filing format prior to beginning the filing. There are reasonably priced conversion programs available for this purpose.
• If you have only a hard copy of the supporting documentation, scanning the document(s) is the recommended method for getting it into an electronic format. After the document is scanned, select File > Save As, and then choose the TIF file format. The TIF file format is supported by most scanning software.