How to Amend Your LLC or Corporation in Texas (2026 Guide)

Two Texas Records, One Amendment

Texas keeps two files on your company and a Certificate of Amendment only touches one of them. The Business and Commercial Section of the Texas Secretary of State holds the certificate of formation: entity name, registered agent, registered office, governing authority, purpose, duration. The Texas Comptroller holds the franchise tax account, and the Public Information Report filed each year alongside the Franchise Tax Report repeats the officer, manager, and registered agent details back to the state. Amending the first record does not rewrite the second, and filing the second has never been a way to change the first.

A Texas amendment is filed under the Texas Business Organizations Code, with Chapter 101 supplying the default LLC rules that apply when an operating agreement is silent. The certificate costs $150 at the Secretary of State, which is the highest amendment fee among the large formation states, and it is the same $150 whether the change is a full rebrand or a single corrected word.

Changes that require the certificate

Entity name. A switch between member managed and manager managed. The named governing persons where the certificate lists them. Stated purpose and duration. Corporate share structure, including authorised shares and classes. Anything that appears as text in the certificate of formation and is now wrong.

Changes that belong somewhere else

A registered agent or registered office move has its own cheaper form, covered below. Officer and director turnover in a corporation flows through the Public Information Report rather than the certificate. Mailing address and contact details held by the Comptroller are updated with the Comptroller. A new trading name is an assumed name certificate, not an amendment, and it does not change the legal name on the certificate.

Filing the Certificate With the Secretary of State

Texas amendment at a glance

Get the consent signed first

The Secretary of State does not ask who approved the change, which is exactly why the approval has to exist on paper before anyone signs. Read the operating agreement or the bylaws for the amendment threshold. Where the agreement says nothing, the Business Organizations Code default applies and approval is measured by ownership interest rather than by headcount. A one page written consent naming the exact language being replaced is enough, and it belongs in the entity record next to the operating agreement.

Clear the name before you draft

For a name change, run the proposed name through the state index first. Texas rejects names that are not distinguishable on the record, and a trailing S or a dropped comma is not enough separation. A Texas business search takes a minute and a rejected certificate costs another $150 if the fee has already been drawn. Where the new name is going live on a fixed date, a name reservation holds it for 120 days while the consent is collected.

Submit and then propagate

The certificate needs the current legal name exactly as filed, the state file number, the article being amended, the replacement text, an effective date, and an authorised signature. Submit through sos.state.tx.us with the $150 fee, add $25 where the closing calendar does not allow seven business days, and download the file stamped copy the moment it posts. That stamped copy is the evidence every downstream party will ask for.

The $15 Filing That Replaces the Amendment

Moving the registered agent or the registered office is the most common change a Texas entity makes, and it is not an amendment. Texas provides a Statement of Change of Registered Agent or Office at $15, filed under Tex. Bus. Org. Code § 5.201. That is one tenth of the amendment fee for the change that comes up most often, and companies that route it through the $150 certificate out of habit overpay every time they move office or switch providers.

The distinction matters for timing as well as money. The Statement of Change is a short form with no consent requirement attached to it, so it clears quickly and can be filed the same week a lease ends. Bundle it into a name change only if both are happening at once; otherwise file it on its own. Details of what Texas expects from the agent, including the requirement for a Texas street address and a signed consent to serve, sit on the Texas registered agent page.

What Happens When the Texas Record Goes Stale

Texas does not fine an entity for having an out of date certificate. The cost arrives sideways, through the franchise tax system and through the counterparties who read the public record.

Start with the Comptroller. The Franchise Tax Report and Public Information Report are due every May 15. Notices go to the address and the agent on the state record, so an entity that moved without filing the $15 Statement of Change simply stops receiving them. Miss the report and the penalty is $50 plus 5 percent per month on tax due, and the Comptroller can forfeit the entity right to transact business in Texas. Forfeiture strips the liability shield that the LLC was formed to provide, and reinstating the entity means paying every missed report, every penalty, and the accrued interest before the Secretary of State will accept anything else. Our Texas reinstatement guide walks that repair path in order.

Then the commercial side. A bank will not accept a deposit made out to a name that does not appear on the state record, so a rebrand that is not filed means invoices paid to the old name and cheques that cannot be banked. Lenders pull the certificate during diligence; a management structure on the record that contradicts the operating agreement stalls a closing while lawyers reconcile the two. Insurers issue policies in the legal name, and a claim filed by an entity whose name does not match the policy is a slow claim. Against all of that, the arithmetic is $150 once, or $25 more to have it done inside two business days.

Three Texas Amendments in Practice

The three below are composites drawn from filings of this type. The Texas figures are real; the business facts are illustrative.

Scenario one: a single member rebrand in Austin

A solo software consultant trading as a personal name wanted a neutral brand before hiring a first employee. Action taken: she searched the state index, found the preferred name blocked by an inactive entity, chose a variant, signed a one paragraph sole member consent, and filed the Certificate of Amendment. Cost: $150. Timeline: five business days at standard speed. Outcome: the file stamped certificate went to the bank the same afternoon, the account was renamed inside a week, and the old assumed name certificate was allowed to lapse rather than renewed. Total spend on the change was the $150 filing fee and about two hours of her time.

Scenario two: a four member LLC changing management

A Dallas construction LLC brought in an outside operator and moved from member managed to manager managed. Their operating agreement required approval by members holding two thirds of the interests, and one member initially declined. Action taken: the members negotiated for three weeks, signed a written consent recording the vote by percentage interest, then filed a Certificate of Amendment restating the governing authority article and naming the manager. Cost: $150 plus $25 for expedited handling because the operator start date was fixed. Timeline: two business days at the agency once the consent was signed. Outcome: the public record and the operating agreement said the same thing on the same day, which is the point of recording the vote rather than relying on an email thread.

Scenario three: a Texas LLC registered in three states

A distributor formed in Texas held foreign registrations in Oklahoma, Louisiana, and New Mexico. A name change amends the Texas certificate and nothing else; each foreign state holds its own registration in the old name and will not update it on its own. Action taken: the Texas Certificate of Amendment was filed first at $150, a certificate of fact showing status was ordered once it posted, and amended foreign registrations went out to the three states with that certificate attached. Timeline: roughly six weeks end to end, because two of the three states require a home state certificate issued within the last 90 days. Outcome: four consistent records. Anyone carrying registrations in more than two states should read the Texas foreign qualification page before choosing an order, since filing out of sequence means paying for a second certificate.

Five Mistakes That Stall Texas Amendments

Mistake 1: Paying $150 for a $15 change

What it is: filing a Certificate of Amendment to move the registered agent or registered office. Why it happens: the amendment is the form people know, and the Statement of Change is filed under a different part of the code. Consequence: $135 wasted on every move, repeated by portfolio owners across every entity they hold. Prevention: ask whether the change touches anything other than the agent or the office. If not, file the $15 Statement of Change.

Mistake 2: Treating the franchise report as an amendment

What it is: updating the Public Information Report and assuming the certificate of formation followed. Why it happens: the report asks for the same fields, so it reads like a maintenance filing that covers everything. Consequence: the Comptroller record and the Secretary of State record diverge, and the mismatch surfaces at the worst moment, usually during a loan or a sale. Prevention: treat the two agencies as two separate obligations. The Texas annual report guide covers the Comptroller calendar in full.

Mistake 3: A current name that does not match the record

What it is: writing the entity name on the certificate from memory or from a letterhead. Why it happens: the working name drops the comma before LLC, or capitalises a word the filing did not. Consequence: rejection on a clerical point, a lost week, and a downstream schedule built around the original date that now has to move. Prevention: copy the name character for character from the state record before drafting, and check the file number in the same pass.

Mistake 4: Filing before the consent exists

What it is: submitting the certificate on a verbal agreement among members. Why it happens: the Secretary of State accepts the filing without asking, so nothing pushes back. Consequence: a member who did not agree can challenge the amendment later, and unwinding a recorded change is far more expensive than the filing that created it. Prevention: sign the written consent first, record the approval threshold you relied on, and date it before the filing date.

Mistake 5: Stopping at the state record

What it is: treating the file stamped certificate as the end of the project. Why it happens: it is the only step with a fee and a confirmation email. Consequence: the bank account, the IRS responsible party record, the insurance policies, the assumed name certificates, the state licences, and every foreign registration keep the old details, and each one becomes its own small crisis. Prevention: build the downstream list before filing, and file IRS Form 8822-B within 60 days where the responsible party or business address changed.

How File.Business Handles a Texas Amendment

We start by pulling the current Texas record and reconciling it against what the owners believe is on file, because those two things disagree more often than not. We then decide whether the change is genuinely an amendment or a $15 Statement of Change, draft the document, run the name search where a name is involved, prepare the member or manager consent for signature, file through sos.state.tx.us with the $150 fee, and add expedited handling where a closing date requires it. The file stamped certificate lands in your document vault with a downstream checklist covering banking, IRS Form 8822-B, insurance, assumed names, and foreign registrations. Multi entity portfolios making the same change across several companies are handled as one engagement rather than a queue of separate filings, and ongoing monitoring sits inside our compliance suite.

Texas amendment FAQ

Doing this in Texas specifically: Texas articles of amendment covers the detail for this state, including the current fee and the exact form the agency expects.

Disclosure. File.Business is a private filing service, not a government agency and not a law firm. We prepare and submit filings at your direction, and nothing on this page is legal or tax advice. Filing fees, deadlines, and statutory references are current as of the last-updated date shown above and can change. Confirm current requirements with the relevant state agency before you file.